# Comcast letter to Disney



## Chris Blount (Jun 22, 2001)

Brian Roberts lays out Comcast's case for a takeover of Disney to a resistant Michael Eisner.

Below is the letter sent by Brian L. Roberts, Comcast's president and chief executive officer, to Michael Eisner, Disney's chief executive officer:

February 11, 2004

Mr. Michael D. Eisner
The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521

Dear Michael:

I am writing following our conversation earlier this week in which I proposed that we enter into discussions to merge Disney and Comcast to create a premier entertainment and communications company. It is unfortunate that you are not willing to do so. Given this, the only way for us to proceed is to make a public proposal directly to you and your Board.

We have a wonderful opportunity to create a company that combines distribution and content in a way that is far stronger and more valuable than either Disney or Comcast can be standing alone. To this end, we are proposing a tax-free stock for stock merger in which Comcast would issue 0.78 of a share of its Class A voting common stock for each share of Disney. This represents a premium of over $5 billion for your shareholders, based on yesterday's closing prices. Under our proposal, your shareholders would own approximately 42% of the combined company.

The combined company would be uniquely positioned to take advantage of an extraordinary collection of assets. Together, we would unite the country's premier cable provider with Disney's leading filmed entertainment, media networks and theme park properties. In addition to serving over 21 million cable subscribers, Comcast is also the country's largest high speed internet service provider with over 5 million subscribers. As you have expressed on several occasions, one of Disney's top priorities involves the aggressive pursuit of technological innovation that enhances how Disney's content is created and delivered. We believe this combination helps accelerate the realization of that goal-whether through existing distribution channels and technologies such as video-on-demand and broadband video streaming or through emerging technologies still in development-to the benefit of all our shareholders, customers and employees.

We believe that improvements in operating performance, business creation opportunities and other combination benefits will generate enormous value for the shareholders of both companies. Together, as an integrated distribution and content company, we will be best positioned to meet our respective competitive challenges. We have a stable and respected management team with a great track record for creating shareholder value. In fact, our shares have consistently outperformed leading stock indices by significant margins, including the S&P 500 by a margin of more than 2 to 1 since Comcast went public in 1972.

The Comcast management team greatly appreciates and is highly respectful of the Disney heritage. We know that there are many talented executives at Disney who we envision would also play a key role in managing the combined company. We also would welcome directors from your Board joining our Board.

We have analyzed the issues associated with regulatory approval and are confident that all necessary approvals can be obtained in a timely fashion. Given the landscape that has evolved in our industry over the past few years, the creation of integrated content and distribution companies is essential to increasing the level of competition. The FCC's existing program access and program carriage rules ensure that the combined company will continue to make all of its satellite-delivered national and regional cable networks available on a non-exclusive, non-discriminatory basis and that there will be no discrimination against unaffiliated programming services, all consistent with the undertakings made by News Corp. in its recent acquisition of DirecTV.

We hope that the Disney Board will pursue the opportunity that this proposed combination presents to your shareholders.

Very truly yours,

Brian L. Roberts
President and Chief Executive Officer

*CNN Money*


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## uncdanwrong (Feb 11, 2004)

Does anyone need any more evidence than Comcast's bid for Disney that cable deregulation is a dismal failure. If Comcast is successful in buying Disney cable rates will become stratospheric. No pun intended but DBS subs are not immune because there will undoubtedly be more consolidation and higher programming costs. :bang


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## Mark Holtz (Mar 23, 2002)

The Comcast Cable Cartel verses Darth Maus. Should be interesting. But, Comcast is already the biggest cable system. Does anyone know how many channels Comcast has a partial or complete stake in? Plus, with the current turmoil of Eisner vs. Roy Disney, this is getting real interesting.

The more I think about Comcast assimilating Disney, the more it gives me nightmares. Meanwhile, the customer gets screwed. I can imagine the next renegotiation session: :kickbutt: or :uglyhamme


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## Richard King (Mar 25, 2002)

While driving to a meeting this morning and listening to CNBC on my Sirius the question came up as to who, aside from Comcast, might be interested in purchasing Disney. One answer that surprised me was Echostar, or as they said, Dish. I would think it might be the other way around though, that Disney may be interested in a purchase of Dish as a defensive move against Comcast. The movement in DISH stock today seems to back that possibility up.


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## Guest (Feb 11, 2004)

Richard King said:


> While driving to a meeting this morning and listening to CNBC on my Sirius the question came up as to who, aside from Comcast, might be interested in purchasing Disney. One answer that surprised me was Echostar, or as they said, Dish. I would think it might be the other way around though, that Disney may be interested in a purchase of Dish as a defensive move against Comcast. The movement in DISH stock today seems to back that possibility up.


This will be a thriller as it all plays out. So many subplots and incredibly strong personalities, and blood feuds, in all this and 66 billion dollars!!

What involvement DISH would have in all this, if at all, won't surprise me one bit.

Believe this all may drag out for a while. The cats playing in this one are WAY out of my league, but it will be fun to watch! Lou Dobbs must be beside himself!

-Earl
Yankee born Southern bred


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## tampa8 (Mar 30, 2002)

Is Charlie in the same league (money wise) to be able to be a prospective buyer? If so, could it explain recent problems at Dish? Could he be "Saving" his money for this? Or if the opposite, if Disney were interested in Dish - as I more would believe - are some correct when they say they suspected this for awhile now? (Again explaining _some_ of the recent odd happenings)


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## skaeight (Jan 15, 2004)

I'd much rather see an e* / Disney deal than a comcast / disney deal. The whole thought of Comcast owning disney and all of its subsideraries really makes me sick.


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## BobMurdoch (Apr 24, 2002)

uncdanwrong said:


> Does anyone need any more evidence than Comcast's bid for Disney that cable deregulation is a dismal failure. If Comcast is successful in buying Disney cable rates will become stratospheric. No pun intended but DBS subs are not immune because there will undoubtedly be more consolidation and higher programming costs. :bang


And this is Bush's fault......... rigggghhhht! :sure:


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## uncdanwrong (Feb 11, 2004)

It may not be Bush's fault (Clinton signed cable deregulation into law) but he's not showing any leadership on the issue. While it may not be fair, Joe Six-Pack is a lot more likely to kick Bush out of office over rising cable rates than the war in Iraq. The other guy may be the Senator who received more money than any other Senator in the past 15 years but Bush will be viewed as the one who's in bed with special interests and out of touch.


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## Mike Richardson (Jun 12, 2003)

I'd really like at least one large cable/sat company to be independent. Echostar is very independent. Charlie does own a small stake in TechTV but that's about it.


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## homeskillet (Feb 3, 2004)

E* being independent is one reason I've stuck around as a loyal customer. I could have jumped for D* many, many times, but the loyalty I got from E* has kept me around.


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## DS0816 (Mar 29, 2002)

Does the President really have the time to focus on this issue? Especially with the war in Iraq. Plus, this is an election year. This issue of Comcast/Disney pales in comparison.


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## openhouse (Jan 25, 2003)

this is really interesting.


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## BobMurdoch (Apr 24, 2002)

uncdanwrong said:


> It may not be Bush's fault (Clinton signed cable deregulation into law) but he's not showing any leadership on the issue. While it may not be fair, Joe Six-Pack is a lot more likely to kick Bush out of office over rising cable rates than the war in Iraq. The other guy may be the Senator who received more money than any other Senator in the past 15 years but Bush will be viewed as the one who's in bed with special interests and out of touch.


(crickets chirp)

!rolling

OK, I'm not enamored with either one of the candidates, but that paragraph is SOOOOOO out in left field I don't know where to begin.

(Why am I hearing that Korean Kid from American Idol singing in my head....

"She Bangs.... She Bangs....")


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## pez2002 (Dec 13, 2002)

they better not chance the namre of disneyworld to 

Comcastworld 


BTW i wanna go back to disneyworld have not been there since 1996


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## Nick (Apr 23, 2002)

"Breaking New!"

According to the ever-reliable Dredge Report, when Dish acquires Disney, the new conglomerate will be called "Dishney" and cartoon monkeys will come flying out of Charlie's butt.

:lol:


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## Mike Richardson (Jun 12, 2003)

Nick said:


> cartoon monkeys will come flying out of Charlie's butt.


Replays of this will be available on the new adult channel featuring your favorite Disney characters. This channel will only be available to those living simultaneously in California and Texas at the same time.


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