Marvel Sets Special Meeting Date of December 31, 2009 for Stockholders to Vote on Disney Merger
December 02 2009 - 8:09AM
Business Wire
Marvel Entertainment, Inc. (NYSE: MVL), a global character-based
entertainment and licensing company celebrating the 70th
anniversary of its founding in 1939, announced today that it has
set December 31, 2009 at 9:00 a.m. EST as the date for its special
meeting of stockholders. At the special meeting, stockholders will
consider and vote on the adoption of the Agreement and Plan of
Merger entered into by Marvel and The Walt Disney Company
(“Disney”), which provides for a merger in which Marvel will become
a wholly-owned subsidiary of Disney. Stockholders who owned Marvel
common stock at the close of business on November 23, 2009 are
entitled to vote at the special meeting.
Assuming shareholder adoption of the Agreement and Plan of
Merger at the special meeting, Marvel anticipates that the merger
will be completed on December 31, 2009.
The special meeting will be held at the offices of Paul,
Hastings, Janofsky & Walker LLP, 75 East 55th Street, New York,
New York.
Important Merger Information and Additional
Information:
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed transaction,
Disney filed a definitive proxy statement/prospectus with the SEC
pursuant to Rule 424 on December 2, 2009 (the “Proxy
Statement/Prospectus”). Investors are urged to read the Proxy
Statement/Prospectus regarding the proposed transaction, because it
contains important information. You may obtain copies of all
documents filed with the SEC regarding this transaction, including
the Proxy Statement/Prospectus, free of charge at the SEC's
website, www.sec.gov, or by directing a request to The Walt Disney
Company, 500 South Buena Vista Street, Burbank, CA 91521-9722,
Attention: Shareholder Services or by directing a request to
Marvel’s proxy solicitor, MacKenzie Partners, Inc., 105 Madison
Avenue, New York, New York 10016 or by calling Mackenzie Partners,
Inc. at (800) 322-2885 (toll free) or (212) 929-5500 (call
collect).
Disney, Marvel, their respective directors and certain of their
executive officers may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive
officers of Marvel is set forth in the Proxy
Statement/Prospectus. Information about the directors and
executive officers of Disney is set forth in its definitive proxy
statement, which was filed with the SEC on January 16,
2009.
Certain statements in this press release are forward-looking
statements, including statements relating to the anticipated time
of completion of Marvel’s merger with Disney. These forward-looking
statements are subject to certain risks and uncertainties, such as
Marvel’s inability to obtain the vote necessary to approve the
merger, possible termination of the Agreement and Plan of Merger,
potential regulatory impediments to completion of the merger and
other risks disclosed in the Proxy Statement/Prospectus.
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