NEW YORK (AP) — In a stunning move, cable TV giant Comcast
Corp. proposed yesterday to buy Walt Disney Co. for stock valued at
about $54 billion. The Disney board said it would study the offer,
which would create the world’s largest communications
company.

Comcast, the nation’s biggest cable systems operator, said
Disney chief Michael Eisner had rebuffed its request to talk
earlier this week.

Comcast’s proposal was made as Eisner is fending off
criticism from former board members Roy Disney, nephew of founder
Walt Disney, and Stanley Gold about his performance and lack of a
succession plan as Disney’s chief executive. Michael Citrick,
spokesman for Disney and Gold, declined to comment on
Comcast’s proposal.

“This is a very exciting moment,” Comcast Chief
Executive Brian Roberts said in a conference call with investors
and analysts. Roberts said the combination “would create one
of the world’s premier entertainment and communications
companies, and, we believe, restore the Disney brand to prominence
and the company to growth.”

“The ball’s in Disney’s court,” he
added.

Disney’s board of directors released a statement later
yesterday saying it had received Comcast’s offer and would
“carefully evaluate” it. “In the meantime, there
is no action for shareholders to take,” the directors
said.

Disney, which owns ABC and ESPN, and Comcast, whose businesses
include the Philadelphia Flyers hockey team, together had $45
billion in revenues last year. Time Warner Inc.’s $39.6
billion in revenues last year made it the world’s largest
media and communications company.

In a news conference in New York, Roberts said he hoped to make
the deal “as friendly and amicable as possible, as fast as
possible,” but he also noted that he was ready to abandon the
proposed merger if need be. “We’ve walked away from big
things before. Life goes on,” Roberts said.

Paul Kim, senior media analyst at Tradition Asiel Securities,
said that while Roberts’s bid for Disney was not surprising,
the timing was. “It’s going for the jugular,” he
said. “He is using this vulnerable time to force
Disney’s hand.”

Kim also said Comcast is basically a cable company, and might be
biting off more than it can chew.

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