Comcast Drops Mouse Merger Bid

Comcast Corp. today withdrew its proposal to merge with Disney, effective immediately. Brian L. Roberts, president and CEO of Comcast, said “We have always been disciplined in our approach to acquisitions. Being disciplined means knowing when it is time to walk away. That time is now.”

He continues, “It has become clear that there is no interest on the part of Disney’s management and Board in putting Comcast and Disney together. As a result, we have withdrawn our offer.”

On Feb. 11, Roberts sent a letter to Michael Eisner informing him of the takeover bid. Terms of the proposed tax-free transaction stipulated that Comcast would issue 0.78 of a share of Comcast Class A voting common stock for each Disney share. In addition, Disney shareholders would receive a premium of more than $5 billion, plus full participation in the combination benefits and ownership of 42% of the combined company. Comcast’s proposal valued Disney at $66 billion, including assumption of $11.9 billion of Disney’s net debt.

“Comcast is in the best shape in its history,” says Roberts. “As emphasized by our first quarter numbers just released today, we are off to a great start this year and are uniquely positioned to deliver superior growth and value to our shareholders in 2004 and beyond. With over 21% cash flow growth this quarter, we are the fastest growing media and telecommunications company in the nation. In addition, now that we have withdrawn the Disney proposal, we are once again in a position to move forward with our previously announced $1 billion stock repurchase program.”

Comcast Corp. is the largest cable company in the United States, serving more than 21 million cable subscribers. The company’s content businesses include majority ownership of Comcast Spectacor, Comcast SportsNet, E! Entertainment Television, Style, The Golf Channel, Outdoor Life Network and gaming network G4.