The deal pairs a comic book publisher that just recently began to produce its own movies with one of the largest international media companies in the world.
"This is perfect from a strategic perspective," Disney Chief Executive Robert Iger told CNNMoney.com. "This treasure trove of over 5,000 characters offers Disney the ability to do what we do best."
On a conference call with investors, Iger said the deal will allow Disney to sell Marvel's vast array of characters and properties across different media platforms and in many more markets. For instance, Iger said that Disney's Pixar animation unit was excited about the opportunities that a Marvel acquisition could yield.
"Spider-Man will appear in 'A Bug's Life' sequel," joked Barclays Capital analyst Anthony DiClemente.
The deal would give Disney some content that appeals more to boys, a market it has been looking to develop, Iger said. Disney XD, a television station and video game unit, already had a deal with Marvel to use some of the comic book company's action heroes in its content.
"Disney is the perfect home for Marvel's fantastic library of characters given its proven ability to expand content creation and licensing businesses," said Marvel Chief Executive Ike Perlmutter. "This is an unparalleled opportunity for Marvel to build upon its vibrant brand and character properties by accessing Disney's tremendous global organization and infrastructure around the world."
0:00 /5:30Disney bets $4 billion on Marvel
Disney Chief Financial Officer Tom Staggs noted that Marvel owns the rights to many action-hero characters that are not widely known, which Disney anticipates bringing to the forefront for future movies or TV shows should the deal go through.
If Marvel shareholders approve the deal, they would receive $30 per share in cash and 0.745 shares of Disney for each share of Marvel that they hold. The deal is valued at $50 per Marvel share, more than a 29% premium, based on Friday's closing price.
Disney said it will issue about 59 million shares as a result of a deal, but it will repurchase as many shares over the course of the 12 months following the deal's closing.
Marvel has launched a large number of action-hero movies over the past decade, including "Spider-Man," "X-Men," "The Fantastic Four" and "The Incredible Hulk."
Last summer's "Iron Man" blockbuster earned just under $100 million over three days, the second-best non-sequel opening ever, according to Entertainment Weekly. "Iron Man" was the first Marvel movie to be fully financed and produced by the comic book company.
But Marvel still holds deals with Paramount, Sony and Fox for future movies, including several more Spider-Man films. Marvel chairman Morton Handel estimated that the company has about five more films with Paramount and intends to honor the current contracts it has with other movie studios, even if the Disney deal is inked before the contracts expire.
Marvel pays Paramount, the comic book company's primary movie distributor, between $20 million and $60 million per movie in distribution fees, according to Barton Crockett, analyst at Lazard Capital Markets.
Crockett said Disney would likely become the sole distributor of Marvel's movies in the future, giving it a "full plate" of movie releases, including Pixar, Marvel and its own films.
Shares of Marvel (MVL) soared 26% in morning trading. Shares of Disney (DIS, Fortune 500) were down 3%.
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