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Disney Board Turns Down Comcast Takeover Bid

scifience writes "Disney's board of directors today turned down Comcast's hostile takeover bid, reports MSNBC. The board expressed confidence in Eisner's leadership. One interesting quote released by the board is that they will, '...carefully consider any legitimate proposal...' Does this mean that they did not believe Comcast's offer to be legitimate?"

30 of 214 comments (clear)

  1. More money and less Eisner by erick99 · · Score: 5, Insightful
    Disney clearly wants a better financial package. That is what they mean by " '...carefully consider any legitimate proposal..."

    Further, I do not believe that they are terribly crazy about Eisner anymore even though they throw him a bone (for now) when they say "(The board) has confidence in the business, financial and creative direction of Disney under the leadership of Michael Eisner and his management team." They will gladly jettison Eisner when they have a "...legitimate proposal."

    Happy Trails!

    Erick

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    1. Re:More money and less Eisner by wilgamesh · · Score: 5, Informative
      Righto.

      According to economist article the Comcast offer was viewed as clearly low-ball. They would need to raise it by $8 per share to be on par with Disney perceived share value. What Disney may be doing is engaging in shrewd negotiations- the proper thing to do! I quote the salient paragraph from Economist article:

      "Mr Eisner, one of the entertainment world's great survivors, will no doubt try to fight to the death. He may offer yet more corporate governance reforms--though the easy ones are mostly done. He will point out that Comcast's opening offer, originally worth $27 a share and falling, is too low--though Comcast has surely known all along that it will have to raise its offer closer to the $35 that Lawrence Haverty of State Street Research says would tempt institutional investors. The fact is, if Disney's board really wants to keep one of the world's iconic companies independent, its best strategy may be to replace Mr Eisner forthwith. Otherwise, Comcast will soon be doing it instead."

    2. Re:More money and less Eisner by afidel · · Score: 5, Insightful

      What I don't understand is why all the talk about percieved value and expected selling prices for institutional investors. If Disney is worth more than its current street price to these institutional investors then why hasn't the stock actually reached that valuation? Is Disney worth more in the hands of some other company than as an independant entity? I mean if the information in the system is that Disney is worth $35 then that should be the price of the stock, if the investors are saying they won't sell unless they make a certain profit and they do not expect other bidders then the people invested in their funds should throw them out because any profit is better than no profit.

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    3. Re:More money and less Eisner by gmhowell · · Score: 5, Interesting

      Do I think you're insightful merely because I agree with you, and was preparing a similar comment? Maybe.

      The 'Economist' has forgotten some bits of economic theory in favor of financial instruments. Plain and simple. A price expresses value only at the time of a transaction. There are millions of transactions of Disney stock on a daily basis that show, as of today, that the Economist article, no matter what formulae they use, is wrong.

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    4. Re:More money and less Eisner by ffsnjb · · Score: 5, Insightful

      That would be the problem with the stock market. Stock price rarely ever indicates true market value of a company. Stock price is determined by one thing and one thing only: emotion of traders. If stock price was actually an indicator of value, it'd wouldn't change on the whims of investors and how they feel on a given day.

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    5. Re:More money and less Eisner by Anonymous Coward · · Score: 5, Informative
      Comcast was likely hoping that Disney investors on Wall Street would have signed off on the deal by selling their Disney stock and buying Comcast stock, which would have caused the ratios to slide in Comcast's favor. Instead, the reverse happened, Comcast went down and Disney went up, making Comcast's stock swap offer worth less and less as Friday went on.



      WTF? This gets modded up?

      Doesn't anyone outside of business school learn basic economics anymore???

      Selling Disney shares when this deal hit the street would have been contrary to common sense if you were "signing off on the deal."

      Investors who believed in this deal would have BOUGHT Disney shares until they were priced the same as the Comcast offer. If you know I'll buy your shares of Disney stock on Friday for $44, and you can buy them from the market on Thursday for $34, would you buy? Sure you would. More people would buy in this situation, causing the price to rise toward the offer price. When the offer price is reached, the market may even go higher if enough people think the offer is too low, or if they think someone else will come in a make a larger offer. The market for Disney shares went up because enough investors DID believe this deal was possible. The market for Disney shares went higher than the Comcast offer because investors believe that Disney was being sold too cheap; that Comcast's offer was lower than it should have been.

      The price variance of the target company is mostly related to the offer price and the odds of the deal going through, and the odds of a third party "white knight" coming in and upping the bid, although there are a lot more factors involved. The price variance of a predator company is much, much more complex and not something that can be taught in a /. posting.

      No one sells below the offered price because they "sign off on the deal" unless they're stupid, and stupid investors can't last long in the market because the market takes all their money. Investors are herd of hungry cattle looking for profit. Selling a stock for $34 when it has an open pending offer to buy the stock for $44 is stupid unless you believe the buyer won't complete the purchase and the intrinsic value of the company is less than the offer.

      Wow. I'm stunned. I guess this is why I don't come to /. for investment analysis.

  2. Not surprising by LostCluster · · Score: 5, Interesting

    Neither the camp that supports Eisner nor the camp that wants to depose Eisner and take over the company themselves is going to vote in favor of Comcast taking over. Finally, an issue the two groups can unite on!

  3. I think this is good. by Anonymous Coward · · Score: 5, Funny

    I'm not sure I'd have any desire to go to Comcast World.

  4. Comcast is a lot bigger than I thought by Snake_Plisken · · Score: 5, Interesting

    My local paper (Philadelphia Daily News) ran a comparison recently between the two - in terms of revenue, Disney grossed 50% more than Comcast, which is less than I would have thought. Comcast has cable companies in 41 states, and the Disney op does not have substantially more personnel than Comcast. Doesn;t mean a hill of beans when you start crunching numbers, but it showed me that Comcast has more muscle than I thought they did, and that the second round might be the one if they can cough up some more cash.

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  5. Means one of two things... by i)ave · · Score: 5, Interesting

    A) They like the amount Comcast offered, but don't think Comcast has the realistic ability to scrape together that kind of bread

    B) They want to fan the flames a little to see who else wants to pony up for a ride on the You bid, they bid, we get back to you, then let's repeat.. train. Considering what's going on between Cingular and Vodaphone over ATT Wireless right now, I can't say I'd be surprised if that's their motivation.

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  6. "carefully consider any legitimate proposal" by Anonymous Coward · · Score: 5, Informative

    That phrase is probably a hedge against lawsuits. If the board did not give the appearance of considering offers, then that would leave them open to lawsuits by shareholders for breach of duties.

  7. Sing along kids by ohzero · · Score: 5, Funny

    M I C
    K E Y
    C A B L E
    No mandatory goofy screensavers. Thank you god.

    --
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  8. Yay! by n0nsensical · · Score: 5, Funny

    "So your offer's been rejected, congratulations, Comcast! What are you going to do now?" "I'm going to Hostiletakeoverland!"

    1. Re:Yay! by LostCluster · · Score: 5, Funny

      Somebody seems to have missed the "Your market cap must be this high to aquire this company!" sign over there... Comcast will have to come back when it's older.

  9. Disney is about culture--comcast isn't by Riomaggio · · Score: 5, Insightful

    The general public usually forgets that the best mergers are not just about money (and stock price) they are also about synergies. The potential merger with Comcast brought some synergies to the table (an outlet for Disney programming and cheaper advertising space). But ultimately, the key synergy is missing: Disney's focus on family entertainment.

    To the external public, Disney is the ultimate family company. The ability for Disney to remain a reconginized name in family entertainment is crucial to its continued success. What does Comcast bring to that image? A merger could potentially dilute the image that Disney has worked decades to develop. (In accounting terms: Disney has a LOT of Goowill).

    What's ironic about all of this is that Disney's external image and internal culture are so different. Many former employees have complained about it being a glue factory (i.e. hire people and use them up). Benefits, especially family benefits, are not as competitive as other companies in the industry. And most importantly--Disney no longer creates most of its content--almost all of it is outsourced to other organizations (i.e. Pixar) or just re-telling of old Disney stories (Cinderella, etc).

    1. Re:Disney is about culture--comcast isn't by techno-vampire · · Score: 5, Interesting

      When Mike Jitlov worked for Disney doing special effects, he found their culture so regimented and stiff that he started calling it "Mauswitz." This started to catch on, but the PHB's made it a firing offense. He then changed it to "Duckau," which was, oddly enough, acceptable.

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    2. Re:Disney is about culture--comcast isn't by LostCluster · · Score: 5, Insightful

      Wait a second. The Walt Disney brand has a ton of goodwill associated with it, but I'm not quite sure that the company that trades under the DIS ticker symbol can say the same. Afterall, it's responsible for Miramax and Touchstone pictures. The Disney brand can't put out an R-rated movie, but the Disney company certainly has ways to do so. The Disney culture certainly doesn't run through the ABC TV division of the company. ABC is all over the map when it comes to what kind of content it will distribute, like a good broadcast TV network should be.

      So, when it comes down to it, what people think of when they hear the word "Disney" is only a part of the overall company at this point. Disney may have aquired so much under Eisner that it's having a hard time controling itself. I'm not sure Comcast can do much of a better job, but I'm sure they want to try...

  10. Just because Gates has an interest in Comcast... by i)ave · · Score: 5, Insightful

    ... doesn't mean he's going to spend a limitless amount of money for Disney, or that he even seriously wants Disney. For all we know, he told the board exactly how much they could bid for Disney before he gets pissed and votes his 7% against the whole proposal.

    --
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  11. Do senators come with the purchase price? by Sabalon · · Score: 5, Funny

    Do the senators that disney keeps buying to extend the copyright periods come with this deal or will Comcast have to purchase them seperatly?

    How about Phil Collins and Elton John?

    1. Re:Do senators come with the purchase price? by LostCluster · · Score: 5, Funny

      Actually, the Disney congressmen would have been laid off as a result of this merger since the Comcast congressmen can do the work that they were doing too.

  12. Microsoft haters should know... by LostCluster · · Score: 5, Interesting

    Microsoft invested $1 billion in Comcast back in 1997 and owns quite a bit of Comcast.

  13. Disney:the 800lb gorilla that can't hold a pencil? by newdamage · · Score: 5, Insightful

    Where is Disney's next big movie going to come from? They've closed down their Florida studio.

    They've lost pixar, and now they're getting in the news not for making animation but for corporate maneuvering.

    Luckily for us at least we still have quality animation coming out of Japan, the rare gems coming from Warner Bros. (i.e. The Iron Giant) and the occasional Dreamworks film.

    Quite personally I'd like to see Disney's slide be used as an opportuntiy for more adult themed animation to break into mainstream US culture, and with the success of spirited away, it's possible.

    --
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  14. Re:Resistance is futile by Wavicle · · Score: 5, Insightful

    I hope Eisner developed some hobbies outside of Disney, cause the target on his back is a mile wide, and just a few bucks short.

    I believe his hobby is "swimming in pool of money filled by severance package."

    --
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    Edward Everett (1794 - 1865)
  15. Re:This is good by Anonymous Coward · · Score: 5, Insightful

    If anything, Comcast is going to pay yet more money for Disney, thus potentially edging them closer to bankruptcy :) Thats is - if things don't work out. They could, and this would be a successful venture (Indeed, Merril Lynch essentially called it a match made in heaven). If not, say hello to AOL Time Warner Episode II.

    For what it's worth, I think this deal is a disaster in the making; One of the most important parts of an acquisition, takeover, or merger is how to incorporate the cultures of the two companies involved.

    Disney has a history of independence and a strong, distinctive, and unique culture. Thanks to Michael Eisner, Disney is no longer a theme park company with a little studio; it's mostly a content company. And in terms of content, it's the <I>people</I> who count; that's what Comcast is buying (Besides the hard assets in terms of channels, magazines, parks, etc.) - And hell, even the parks are truly driven by employees who are obsessed with bringing the world's happiest place to each and every person who walks through its gates.

    So, can Comcast, a company with no track record of any "creativity" in the traditional sense of the word...

    (1) Buy Disney against the wishes of its management, and
    (2) Shake things up like they've promised, and
    (3) Tell people who've done a job for a very long time what to do different, while
    (4) Keeping good relations with the bulk of their creative executives and rank-and-file employees?

    I don't think so.

  16. You may want to... by shigelojoe · · Score: 5, Funny

    plan a whole day for your Comcast World visit. If you want to see Mike the Cable Technician, he will only show up at some time between 9 AM and 5 PM, and you don't want to miss him.

    You'd have to reschedule, and only Jebus knows how long that would take.

  17. A tactical move... by bergeron76 · · Score: 5, Interesting

    The reason Comcast went "public" with the buyout information, is because Eisner privately turned down the bid.

    The reason the board turned down the bid, is because they are getting bigger private offers (that we don't yet know about).

    I, however, do know of one "major" media-up-and-coming-conglomorate that is making a bid. (Yes, they already have their own "mouse" [and protocol]).

    MS-NBC-ATT-Viacom-Disney-Studios anyone?

    Here's my prediction of the new MS-MPAA movie formula:

    A love affair will acrue between a wholesome Microsoft user and a debaucherous Mac-using whore. He'll pretend that he cares about her and he'll drive her to the hotel room in his Microsoft-powered-Lotus-Espirit. He'll flaunt her around at big events, like [w]horse races, etc... and she'll realize that she's just a lowly MAC user! He'll undoubtedly comfort her by spending an incredible amount of money to convince her that Windows is better for sluts [that have some form of confidence].

    Using cool special effects, she'll turn out to be an alien and the ATT-Disney Animation-Viacom-Studios fun will begin!

    [I don't want to ruin the ending; but I'll bet you can guess who get fscked at the end of this flick]

    Every day will seem like Independence Day!

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  18. Re:For background information by One+Louder · · Score: 5, Insightful
    "Wall Street" was about the takeover market of the 1980's, and doesn't reflect the takeover environment of the 2000's.

    Back then it was common to leverage junk bonds to gain control over companies in order to break them up as you described - nowadays, they're typically misguided attempts at exploiting alledged business synergies, which never seem to actually materialize, AOL-Time Warner being the best recent example.

    While it's true that Comcast's motives are certainly not altruistic (why would they be?), it's very unlikely they want to buy Disney in order to break it up and sell the pieces.

    Blue horseshoe does not like The Walt Disney Company.

  19. Re:this shareholder MIGHT vote for good CCast bid by Helen+O'Boyle · · Score: 5, Interesting
    Quick hint: For more info on the situation at Disney from two former longtime board members, see http://www.savedisney.com

    I've been a shareholder in DIS since the 1970's and have weathered other potential takeover storms.

    The reason this one is different from the one 20 years ago is that I think the potential buyer has in mind the protection of the longterm value of the Disney brand and its associated assets. This brings benefit to shareholders beyond any premium in share price that might be offered. (If you don't know, many shareholders are somewhat concerned that the current Disney management team is focusing more on short-term profits than long-term value ... and if you need a lesson as to why that's not the best approach, I'm guessing you're not an ex-dot-com'er.)

    In the case of the animation business which has arguably languished lately (closure of animation facility in Florida for example; also a focus on computer rather than hand animation), Comcast seems interested in bringing it to the forefront again. Whether that be through further investment on their part, or selling it off to a creative company like Pixar which could make the most of it, I can only see positive results compared to what's been going on recently here.

    In the case of the theme parks, which have experienced reduced maintenance budgets and a serious slowdown in the number of new "big ticket" attractions developed in the past 5 years or so, again I can only see that a change would bring better stewardship of key company assets. Even if it meant selling off or leasing for operation the parks to a company like Six Flags, asking myself if "will the standard for the parks as it currently exists be lowered or raised?", my gut reaction is that it will at worst stay the same.

    Anyway, usual caveats here -- not speaking on behalf of ANYONE except myself, and yes, I'm a stockholder in DIS who's in it for the long haul

  20. The borad is comprised of Eisner's Lackeys by Anonymous Coward · · Score: 5, Informative
    Disney's board of directors today turned down Comcast's hostile takeover bid, reports MSNBC. The board expressed confidence in Eisner's leadership.


    I've been hearing, for years, from people in the disney organisation about Eisner's childish tactics and thirst for power. The board is comprised of his yes men, they will do what he says. Roy Disney as much as said this in his letter of resignation http://savedisney.com/letters/ The other items in the letters section of Roy Disney's website http://savedisney.com will reenforce this.

    Many of the problems now being publically brought up by Roy Disney and Stanley Gold are ones that I and people familiar with the internal workings of the Disney creative machine have been voicing for years. Eisner's got to go, for the good of the company.

    I don't want to see Disney swallowed up by a large corporation. There's still time to turn it around and save it, but I do not beleive this will happen. I, personally, beleive that Disney will eventually be bought. I didn't expect it to happen, or even be contemplated, this soon, but I believe it is inevitable unless Eisner is outted and the company drastically changes course.
  21. Re:With Pixar being lead by "You know who" .... by Accipiter · · Score: 5, Funny

    we'll see Mickey mouse using windows soon...

    Ugh.

    "HaHa! I'm Mickey! It looks like you're trying to write a letter!"

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