Pixar's Fantasyland

As often happens with big mergers, some of the more telling details aren't included in the press announcement, but tucked into an SEC document filed a few days later. And very often, these details are essentially reinforcements bolted over areas where the companies fear stress fractures will appear.

Sure enough, the 8-K that Pixar filed Thursday evening was full of such provisions. Pixar has to pay $210 million to Disney if it backs out of the deal -- but Disney faces no termination fee. Pixar stays in its Emeryville, Calif., facilities and won't put up the word "Disney" at its gates. And at least six Pixar executives, including President Ed Catmull and Vice President John Lasseter, must agree not to quit.

Reading the document, you can almost hear the teeth gnashing in Emeryville. This is not a deal that Pixar employees were dying to see. No Disney sign? Has the brand been tarnished that badly?

So why, Pixar? And why at the measly 2.5% premium over the price at which the market had valued the company? Pixar is up 30% in the past six months -- and that's accounting for the 5% drop in the company's stock since rumors of the takeover began to gather steam. Disney's stock is down about 3%.

Some of the analyst reports that came out after the deal was formally announced have been underwhelmed with Pixar's new prospects. Jeffries & Co. maintained an underperform rating on Pixar but said "investors would be best served by taking profits now," which sounds like a very polite way of saying sell it. Jeffries has no underwriting relationship with either company.

Others were more blunt. "We believe the deal is a better one for Disney than for Pixar, and sympathize with those Pixar shareholders who are left wondering why Mr. [Pixar CEO Steve] Jobs sold out at $58.69 when the consensus was that he likely could have received a heftier premium," wrote David Miller at Sanders Morris Harris, who downgraded the stock from hold to buy. Sanders has no underwriting relationship with either company.

The lack of sense inherent in the deal -- from Pixar's point of view at least -- has set off a search for some mysterious secret that would somehow explain it all. Maybe Jobs just wanted that board seat on Disney. Maybe he sees Disney's content as necessary leverage in Apple's (AAPL Quote) furtive plans to become the next consumer electronics giant.

Or hey, maybe it's the first step in a bold power grab by Jobs to take the helm at Disney, edging out Robert Iger. Was it just coincidence that news was leaked this same week on how Disney chairman George Mitchell quashed a headhunter's report that gave Iger bad marks? What if Jobs took over Disney, spun Pixar back off and boasted control of three major media and technology companies?

Crazy, yes. Unlikely, perhaps. But at least such conspiracy theories have more logic to them than a deal that will leave the most creative studio in the world in the arthritic clutches of a media giant still struggling to right a decade of past wrongs.