A Marvel Entertainment Inc. shareholder sued in Delaware court to block Walt Disney Co.’s proposed $4 billion acquisition of the comic-book pioneer.

Marvel directors failed to conduct an appropriate sale process, shareholder Christine Vlatos said in a complaint filed today in Delaware Chancery Court in Wilmington. Vlatos seeks a court order barring the deal as well as unspecified damages.

“The proposed transaction does not appear to adequately value Marvel’s shares or serve the best interests of the company’s public shareholders,” Vlatos said in the complaint, which also names Disney as a defendant. “Disney, with the board’s complicity, appears to have capitalized on non-public information about Marvel in offering to acquire the company.”

The purchase, announced yesterday, would pay Marvel investors $30 plus a 0.745 share of Disney stock for each Marvel share they hold. Disney, the world’s largest media company, gets more than 5,000 Marvel characters to market in movies, theme parks and on television.

Rob Steffens, a Marvel spokesman, and Jonathan Friedland, a Disney spokesman, didn’t immediately return phone calls seeking comment.

Marvel directors stand to gain millions in benefits from the deal including the triggering of cash payments associated with stock options and change-of-control payments, Vlatos said in her complaint. Marvel Chief Executive Officer Isaac Perlmutter, who controls 37 percent of the company’s stock, will receive almost $1.46 billion from the deal, according to the complaint.

Poison Pill

The company changed its so-called poison-pill plan as part of the proposed transaction to exempt Disney, Vlatos said in her complaint. That will make any competing offer “prohibitively expensive,” she said. Marvel previously amended that plan, which is set to expire in September 2010, to exclude Perlmutter, she said.

The protections for Disney’s offer include a $140 million termination fee and a provision giving it the right to renegotiate deal terms, Vlatos said.

[Source] Bloomberg