Euro Disney's 'hostile takeover' ?!

[Isaac]

found this online:

EuroDisney S.C.A. has released an (in the English version)
6 line press release on November 29 stating that it is aware that a company listed on the public stock exchanges of Frankfurt, Germany and Zug, Switzerland scheduled a press conference for November 30, 2006 to make a public "unfriendly takeover offer for Euro Disney" but also states that it has been unable to obtain any further information from that company and therefore will continue to concentrate on the operation and management of the Disneyland Resort Paris.
While EuroDisney S.C.A. does not provide any further information regarding the company making this offer, Reuters has provided further information in an (in the meantime) updated story. The announcement has been made by Center-Tainment, which according to its own website is a holding company for companies active in the field of indoor and outdoor family entertainment. Nevertheless the website does not provide any information about any companies that would already be part controlled by Center-Tainment or any proof that the company is in fact experienced in this field.
The company according to Reuters claims that the target company has been informed about Center-Tainment's strategy and that the target's investment bank had been in contact with them and was now preparing a defence. Nevertheless Center-Tainment is confident that it can finalize the takeover in the reminder of 2006 and will gain an amount in the double digit million range if its 5-year plan for the target is executed.
While EuroDisney shares jumped by by 28.75%, equaling 2 Euro-cent to 9 Euro-Cent, yesterday when the news broke, it opened one Euro-Cent down on November 30. The shares of Center-Tainment meanwhile are down 60% to 8 Euro at noon November 20, after closing at 20 Euro on November 19. It is worth noting that Center-Tainment has a market capitalisation of 140 million Euros while the market capitalisation of EuroDisney stands at 312 million Euro (and its debt currently at 1.6 billion Euro).

More as the story unfolds as the press conference was scheduled for 11.00 am local time Paris.

As Reuters in its report after the press conference described so poignantly Center-Tainment, "an obscure Swiss firm with no operations", "failed to tell baffled Parisian journalists, investors and regulators on Thursday if it is serious about trying to take control of Euro Disneyland during its scheduled news conference earlier today during which it was to reveal the full details of its "unfriendly" takeover offer.
Earlier a first note was released that spoke of a 11 Euro-Cent offer by Center-Tainment for each share of EuroDisney, but not as a cash offer - instead as a share of Center-Tainment. But during the press conference Kurt Andreesen, identifying himself as independent investment banker for Center-Tainment, explained "unfortunately our chief legal counsel is sick so we have had to postpone the action for a few days. The official offer will come in the next days". With this the company basically withheld its prior hinted at public offer - at least temporarily. The market reaction was barely existent regarding EuroDisney which dropped from 9 Euro-Cent during the press conference to 8 Euro-Center in the afternoon (it had gained 2 Euro-Cent yesterday when the first news about an offer broke). Center-Tainment on the other hand continued its slide as its stock price dropped to an all-time low of 5.05 Euro at 4.00 pm after it had hovered around 7 Euro during the press conference.
Center-Tainment remains shrouded in mystery at this point prompting EuroDisney to "express bemusement over its surprise suitor" according to Reuters. Center-Tainment was first listed in Zug, Switzerland on may 19 according to Reuters after having changed its name from Orca and was later in September also listed in Frankfurt, Germany. During the press conference it was stated that Orca was bought by its shareholders and renamed purely as a shell company for the purpose of mounting a Euro Disney bid. It was further detailed that it had 45 shareholders, led by an unidentified German company, which together owned 99 percent of the stock, with only the remaining one percent being traded on the market. The company failed to provide full CVs or detailed information about the backgrounds of its management but stated that its executives had decades of experience in the leisure industry, including indoor soccer.
Regarding its temporarily delayed takeover offer information was very limited. Andreesen said that Center-Tainment had a plan B if its initial offer was rejected: "Maybe there will be a cash offer, as a next step, if our share offer doesn't work". The target of the offer would be to gain controll over the majority of shares, to be exact 50.01%. After thereby gaining management controld Center-Tainment would renegotiate the operating licence agreement with The Walt Disney Company according to it's CEO Ulf Werner, 60. While Andreesen claimed Center-Tainment would be able to organize for a management of the park "without Walt Disney", once it gained control of 50.01% of the shares, CEO Ulf Werner stated that this was not intended. Anyway neither of them explained how they planed to overcome the second hurdle to this plan (after gaining the majority control): the fact that EuroDisney's management is delegated to a 100 percent-subsidiary of The Walt Disney Company and TWDC has secured an exclusive right in EuroDisney's statutes to nominate any new manager should the current arrangements change. All Center-Tainment stated was that it would be able to solve this problem.
Upon questioning CEO Ulf Werner stated that a Swiss bank would be in the lead to handle the offer but failed to identify it, stating that "there are several banks ... regarding the lead position of the bank, we are still negotiating". He also claimed that Center-Tainment informed the French market regulator AMF of the offer (as required) "today" (November 30), but according to Reuters AMF still claims this is not the case.