Euro Disney S.C.A. Announces the Delivery of the Independent Expert's Comfort Letter Confirming the Fairness of the Price Proposed for the Mandatory Tender Offer

MARNE-LA-VALLÉE, France, December 1, 2014 /PRNewswire/ --

Not for publication, release or distribution directly or indirectly in the United States of America, Canada, Australia or Japan.

EURO DISNEY S.C.A. 

Euro Disney S.C.A. announces the delivery of the independent expert's comfort letter confirming the fairness, as of the date of this letter, of the price proposed for the mandatory tender offer that should be initiated by The Walt Disney Company's subsidiaries within the framework of the proposal of recapitalization and debt reduction of the Euro Disney Group announced on October 6, 2014 

Euro Disney S.C.A. announces that Ledouble S.A.S. delivered on November 27, 2014 a comfort letter in connection with the proposal of recapitalization and debt reduction of the Euro Disney Group backed by The Walt Disney Company (the "Proposal").  The comfort letter was delivered to Euro Disney S.C.A.'s Supervisory Board, with a copy to The Walt Disney Company ("TWDC"), and confirmed the fairness, as of the date of the letter, of the price of €1.25 per share (the "Offer Price") set for the tender offer that should be initiated, within the framework of the Proposal, by TWDC's subsidiaries on the shares of Euro Disney S.C.A. held by the other Euro Disney S.C.A. shareholders (the "Mandatory Tender Offer").

This comfort letter has been prepared using the same methodology as the one Ledouble S.A.S. will use to issue the fairness opinion to be delivered in connection with the Mandatory Tender Offer, as announced on October 6, 2014.

The conclusions of Ledouble S.A.S. are provided below:

"With reference to the same methodology as the one we will use to establish the fairness opinions, on the basis of the market information at our disposal as of today which do not prejudge their future trend, and taking into account the overall context of the Transaction resulting from the sequence of each of its components, we confirm at this stage of our work that we have not found any elements which are likely to challenge the fairness, for Euro Disney SCA's existing shareholders, of the Offer price of € 1.25."

In addition, Ledouble S.A.S., pursuant to the mission the Euro Disney S.C.A.'s Supervisory Board granted to it, will deliver in the course of December a report relating to the reserved capital increases to be implemented in accordance with the Proposal, pursuant to Article 261-2 of the Autorité des marchés financiers's General Regulation; this report will be made available to the shareholders at least ten trading days prior to the shareholders' meeting convened to authorize all the transactions contemplated in the context of the Proposal.

This press release must not be published, released or distributed, directly or indirectly, in the United States of America, Canada, Japan or Australia. This press release and the information contained herein do not constitute an offer to sell or subscribe, nor the solicitation of an order to purchase or subscribe, securities in the United States of America or in any other country.  

This press release does not constitute an offer to sell securities, or a solicitation of an offer to buy securities, in the United States of America.  Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of Euro Disney S.C.A. described herein have not been and will not be registered under the Securities Act, or the laws of any State, and may not be offered or sold within the United States or to a U.S. Person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable State laws. Euro Disney S.C.A. does not intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States. 

The securities of Euro Disney S.C.A. described herein have not been offered, directly or indirectly, to the public in France. Any offer of such securities or distribution of any offering material relating to such securities will be made only to (i) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors acting for their own account as defined under articles L. 411-2 et D. 411-1 of the French Monetary and Financial Code and in accordance with articles L. 411-1 et L. 411-2 of the French Monetary and Financial Code.  

In member states of the European Economic Area which have implemented Directive 2003/71/EC (as amended) (the "Prospectus Directive") other than France, this press release and any offer if made subsequently are directed exclusively at persons who are "qualified investors" and acting for their own account within the meaning of the Prospectus Directive and any relevant implementing measures in the relevant member state. 

This press release is not an invitation nor an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"). This press release is directed only at (i) persons outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) persons referred to in Article 49(2) (a) to (d) of the Order (high net worth entities, non-registered associations, etc.) and (iv) other persons to whom this document may be lawfully communicated (all persons listed in (i), (ii), (iii) and (iv) above being referred to as "Relevant Persons"). The securities of Euro Disney S.C.A. described herein are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person must not act or rely on this document or any of its contents. 

The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations. 

If implemented, the Mandatory Tender Offer described in this document would not be made directly or indirectly in or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America and could only be accepted outside the United States of America. 

Next Scheduled Release: Availability of the Fiscal Year 2014 Reference Document.

Additional Financial Information can be found on the internet at http://corporate.disneylandparis.com

Code ISIN:         FR0010540740            
Code Reuters:      EDLP.PA
Code Bloomberg:    EDL: FP

The Group operates Disneyland^® Paris which includes: Disneyland^® Park, Walt Disney Studios^® Park, seven themed hotels with approximately 5,800 rooms (excluding approximately 2,300 additional third-party rooms located on the site), two convention centers, the Disney Village^®, a dining, shopping and entertainment center, and golf courses. The Group's operating activities also include the development of the 2,230-hectare site, half of which is yet to be developed. Euro Disney S.C.A.'s shares are listed and traded on Euronext Paris. 

Press Contact                        
Euro Disney - Cathy Pianon    
e-mail:cathy.pianon@disney.com

Brunswick
Tel: +331-53-96-83-83
e-mail:eurodisneyparis@brunswickgroup.com

Investor Relations
Nicole Lopez
Tel: +331-64-74-58-55
Fax: +331-64-74-56-36
e-mail:nicole.lopez@disney.com