Shearman & Sterling represented BofA Merrill Lynch, financial adviser to Marvel Entertainment, Inc., with respect to The Walt Disney Company’s definitive agreement to acquire Marvel for approximately $4 billion in cash and Disney stock.

Under the terms of the agreement, signed on August 31, Marvel shareholders will receive a total of $30 in cash plus approximately 0.745 shares of Disney stock for each share of Marvel stock (a total value of approximately $50 per share based on the closing price of Disney stock on Friday, August 28). The agreement also provides for an adjustment at closing to the amount of cash and stock, so that the total value of the Disney stock issued as merger consideration based on its trading value as of the closing is not less than 40% of the total merger consideration.

The transaction is subject to customary closing conditions and regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act, certain non-US merger control regulations, and the approval of the shareholders of Marvel.

The Shearman & Sterling lawyers involved were partner Christa D’Alimonte and associate Jessica Nielsen (both New York-Mergers & Acquisitions).