Comcast Makes Hostile Bid for Disney
Wednesday, February 11, 2004
NEW YORK — In a stunning move, cable TV giant Comcast Corp. (CMCSA) proposed early Wednesday to buy Walt Disney Co., (DIS) the iconic entertainment powerhouse, for stock valued at about $54 billion. It said Disney chief Michael Eisner had rebuffed its request for talks.
The nation's biggest cable systems operator said it would also assume $11.9 billion in Disney debt.
Comcast's proposal was made even as Eisner was fending off criticism from former board members Roy E. Disney (search), the nephew of founder Walt Disney, and Stanley E. Gold (search) about his performance and lack of a succession plan as Disney's chief executive.
Comcast said Eisner declined earlier this week to discuss a possible merger.
"This is a unique opportunity for all shareholders of Comcast and Disney to create a new leader of the entertainment and communications industry," said Comcast president and chief executive Brian L. Roberts said in a statement.
Calls to Disney representatives Zenia Mucha, Michelle Bergman and John Spelich were not immediately returned early Wednesday. Michael Citrick, spokesman for Roy Disney and Gold, said they had no immediate comment.
Comcast also released a letter sent to Eisner indicating that Eisner had personally rejected Roberts' offer to enter into discussions about a merger earlier in the week.
The letter from Roberts called Eisner's response "unfortunate," adding, "Given this, the only way for us to proceed is to make a public proposal directly to you and your board."
Under the merger, Comcast said it would issue 0.78 of a share of its stock for each Disney share, and Disney shareholders would retain 42 percent of the combined company. The deal would give Disney shareholders a premium of more than $5 billion, based on Tuesday closing stock prices.
Philadelphia-based Comcast merged with AT&T Broadband last November, and the company noted that merger in its sales pitch Wednesday.
"Our management team has a proven track record of successful integration of our merger partners," Roberts said.
Comcast has more than 21 million total cable television subscribers in 35 states and the District of Columbia. In October, the company reported net income of $3.18 billion and stronger-than-expected demand for premium services, including high-speed Internet access. It has not yet released its results for the most recent quarter.
Last year, Roy Disney and Gold had called on Eisner to resign, saying he was to blame for a tumbling stock price, embarrassing management missteps and a focus on short-term profits over the company's core mission.
But others credit Eisner with turning a sleepy theme park company and also-ran movie studio into a major media conglomerate.