Aug. 31 (Bloomberg) -- Walt Disney Co. agreed to buy Marvel Entertainment Inc. for about $4 billion in cash and stock, adding the comic-book characters Iron Man and Spider-Man to its lineup of princesses and live-action stars.

Marvel investors will receive $30 a share plus 0.745 share of Disney stock, the companies said today in a statement. The deal is Disney Chief Executive Officer Robert Iger’s second- largest following the $8.06 billion acquisition of Pixar in 2006. The companies expect the transaction to close this year.

The purchase gives Disney, the world’s largest media company, more than 5,000 Marvel characters to market in movies, theme parks, stores and on television. “Spider-Man,” “Iron Man” and “Wolverine” films have pulled in billions of dollars at the box office and offer Disney an opportunity to shore up profits at its four main businesses.

“There is significant opportunity to further mine Marvel’s rich intellectual property portfolio,” Iger, 58, said on a conference call. “This was a company that we admired, that we saw growing right before our eyes, that we were impressed with from a people perspective.”

Based on the Aug. 28 closing price of Disney’s stock, the transaction values Marvel at $50 a share. That’s a 29 percent premium to the closing price that day.

Marvel, based in New York, jumped $9.72, or 25 percent, to $48.37 at 4:15 p.m. in New York Stock Exchange composite trading. The stock has risen 57 percent this year. Disney fell 80 cents, or 3 percent, to $26.04. The Burbank, California-based company has gained 15 percent this year.

‘Reliable Franchise’

“They have a reliable franchise of characters which should do well in the parks, bolster their live-action film pipeline and improve their standing with boys,” said Chris Marangi, an analyst for Rye, New York-based Gabelli & Co., who recommends holding Disney shares. “You can’t look at the price based on trailing earnings. There’s a pipeline of films and very profitable licensing revenue here.”

The deal will reduce Disney’s earnings per share from what they otherwise would have been for the next two fiscal years, Michael Morris, a New York-based analyst with UBS AG, wrote in a report today.

Disney is paying a “full and fair price,” Chief Financial Officer Thomas Staggs said on the call. The purchase will add to income in fiscal 2012, Iger said.

Debt Ratings

While the companies expect cost savings, the deal wasn’t principally driven by those considerations, Staggs said. Disney finished June with $3.13 billion in cash and equivalents. The cash portion of the purchase should total $2.36 billion, Anthony DiClemente, an analyst at Barclays Capital in New York, said today in a note.

Disney’s A2 debt rating, the fifth-highest, was affirmed today by Moody’s Investors Service in New York, which cited the strategic benefits of the deal and an improving economy. Standard & Poor’s said it may downgrade the company.

Disney plans to repurchase the newly issued stock through fiscal 2010, a move that will likely add to long-term and short- term debt, Moody’s said. The company’s long-term debt stood at $12.6 billion as of June 27.

“We don’t have any of what we consider to be problematic strategic holes, and we didn’t have any situation that in any way suggested this was a must-do deal,” Iger said.

DreamWorks Animation SKG Inc. rose $2.07, or 6.5 percent, to $33.76 at 4 p.m. New York time in Nasdaq Stock Market trading after Ingrid Chung, a Goldman Sachs Group Inc. analyst in New York, said in a report that the Marvel deal makes the Glendale, California-based studio “attractive” to potential buyers.

The maker of “Shrek” movies declined to comment, Shannon Olivas, a spokeswoman, said in an interview.

Film Franchises

Marvel said earlier this month that second-quarter profit fell 38 percent after a drop in licensing sales related to the “Iron Man” and “Incredible Hulk” movies. About 43 percent of Marvel’s 2008 revenue came from licensing.

Disney’s profit in the third quarter ended June 27 fell 26 percent, as the recession cut advertising and theme-park revenue and the film studio registered a loss.

At a time when movie franchises dominate ticket sales, Marvel has produced a top 10 picture almost every year this decade. Three “Spider-Man” films have taken in $2.5 billion worldwide for Sony Corp. since 2002, according to film researcher Box Office Mojo. A fourth film is planned in 2011.

Marvel Movies

“X-Men Origins: Wolverine,” distributed by News Corp.’s Twentieth Century Fox studio, has taken in $179.8 million in U.S. theaters this year, to rank eighth. It has pulled in $363.4 million worldwide, says Box Office Mojo, which is owned by Amazon.com Inc.

“Iron Man,” released by Viacom Inc.’s Paramount Pictures in May 2008, generated $585.1 million worldwide and was the second-biggest U.S. release of 2008, according to Box Office Mojo. The sequel is scheduled for May 2010.

Paramount will distribute the next five films produced by Marvel, according to an e-mailed statement today from the studio. After the agreement expires, Marvel films will likely be distributed by Disney, Iger said on the call.

“Our intention obviously is to respect the deal that’s in place,” Iger said. “It clearly would be in our best interest, I believe, and more attractive to us if over time we ended up as the sole distributor of these films.”

Marvel Management

Paramount will distribute Marvel films including “Iron Man 2,” “Thor,” “The First Avenger: Captain America,” “The Avengers” and “Iron Man 3,” according to a Sept. 29 statement.

Isaac Perlmutter, 66, who owns 37 percent of Marvel and serves as its CEO, will receive $866.7 million in cash and stock worth $565.3 million, becoming one of Disney’s 20 largest investors. He will continue to run Marvel.

Disney’s film division, which has reduced production and focused on family oriented pictures in recent years, registered a loss of $12 million in the latest quarter, compared with a profit of $97 million a year ago. Revenue slid 12 percent to $1.26 billion. In February, Disney agreed to distribute as many as six films a year for Steven Spielberg’s newly reconstituted DreamWorks studio.

The deal will require approval from Marvel shareholders. Goldman Sachs Group Inc. is advising Disney on the transaction, and Bank of America Corp. is counseling Marvel.

To contact the reporter on this story: Sarah Rabil in New York at srabil@bloomberg.net

Last Updated: August 31, 2009 16:49 EDT