COMCAST
/ DISNEY MERGER
Background
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on Media Consolidation
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Articles
(updated 3/30)
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Background
On
February 11, 2004, Philadelphia-based Comcast Corp. announced
a surprise bid to purchase The Walt Disney Co. The initial $54
billion offer was rejected by Disney, but Comcast is still actively
pursuing the take over. Such a merger would not only create
the largest media conglomerate in the world, it would put control
over vast networks of media production and information distribution
together into one company's hands. What would this level of
media concentration mean for cable subscribers, TV viewers,
movie goers, Internet users and ordinary people in Philadelphia
and throughout the country?
Higher
Cable Rates Philadelphia already suffers some of
the highest cable rates in the nation. Analysts predict that
Comcast will have to increase their offer to $68 billion and
assume Walt Disney Co.'s $12 billion in debt in order to complete
the merger. Much of this financial burden would be passed
to customers, resulting in even higher cable bills. Comcast
would also have the power to make their newly-acquired cable
programming part of the "basic package," while charging "premium"
fees for additional channels. Since customers generally have
no choice in cable providers, they will either have to pay
or have to do without.
Controlling
TV Programming Comcast is already the world's
largest cable provider, with 21.5 million subscribers across
the country, including 70% of subscribers in the nationŐs
top 20 markets. Disney is the current owner of the ABC television
network and a number of television production studios. A
merger of the two would create vertical integration needed
to shutout competing producers. The combined companyŐs everyday
business decisions would thus play an unprecedented, enormous
role in shaping news, sports and entertainment programming
for the entire nation.
Ignoring
Public Interest Mandates Comcast has had a traditionally
hostile attitude toward public access media requirements,
obstructing or shutting down community access centers in
Philadelphia and around the country. With the purchase of
Disney's films and television programming, Comcast will
own content it will want to sell through Video On Demand
and Streaming Internet services. The merger would lead to
an increased incentive for the cable giant to hoard cable
bandwith for profitable, in-house projects at the expense
of local community programming.
Privatization
of the Internet With 5.3 million high-speed
Internet customers, Comcast is the largest broadband Internet
Service Provider in the world. The cable industry's business
model for the Internet is antithetical to the "open access"
principles that were instrumental to the InternetŐs creation
and success. With the purchase of Disney, Comcast will control
much of the content on the Internet, in addition to the
technical network needed to pipe that content into people's
homes. Since its purchase of AT&T Broadband, Comcast has
worked to turn the information super-highway into a private
toll road. They already have the technological ability to
control the speed at which different websites appear when
requested by users, and to charge different prices for access
to different sites. The fact that Microsoft is the top shareholder
in Comcast, and that Microsoft may help to back the Disney
takeover, should be added cause for concern.
More
Employee Layoffs Comcast
cut thousands of jobs after its merger with AT&T Broadband.
If the Disney takeover is approved, the combined company
will again face staff "redundancies" and a huge amount of
debt. A Communication Workers of America official has criticized
Comcast as anti-union. It is likely that significant downsizing
and/or pay cuts would follow the merger.
Big
Economic Risk
In the wake of devastating financial problems at Adelphia,
Time Warner and WorldCom, many are wondering if the "bigger
is better" model isn't deeply flawed. The price of Comcast's
stock dropped noticeably after news of the Disney takeover
bid. Comcast in particular is known for a lack of openness
and shareholder control. President and CEO Brian Roberts holds
approximately one-third of voting control in the company,
despite owning less that 1% of the stock. He also has an unusually
large amount of influence over who is able to join the board
of directors. This has led to criticism by a large number
of shareholders and analysts.
Political
Payoffs
Comcast's professional lobby team includes close friends
and relatives of influential members of the Bush administration,
the Rendell administration and Congress. According one Comcast
lobbyist, the lobby team has "a lot of balance. Republican
and Democrat, House and Senate, people who have relationships
throughout Washington." Comcast's PAC also traditionally gives
around half-a-million dollars to targeted political candidates
each year, with hundreds of thousands of additional campaign
contributions from individual Comcast executives.
Compromising Democracy How
the nation's communications infrastructure is controlled and
accessed should be determined through reasoned policy debates
that include public participation, not by the pressures of
one mega-corporation. The free flow of information is crucial
for a democratic society. If the takeover of Disney is allowed,
Comcast would simply have too much say over how information
is transmitted in America. They would also have even greater
political and legal leverage to shape policies that favors
their interests. Especially in Philadelphia, the cradle of
America's best traditions, we need act to protect our democracy.
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Articles
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Comcast/Disney
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Selected
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Recent
Developments (updated 3/30)
Roy
Disney derides Comcast bid
By Ron Orol, TheDeal.Com, 3/26/2004
Citing financial and corporate governance concerns, dissident
shareholder Roy E. Disney on March 26 attacked Comcast Corp.'s
hostile tender for Mickey Mouse's empire. "It was a low-ball
offer," Disney, nephew of the Walt Disney Co.'s founder, told
the Council of Institutional Investors in Washington. Cable
giant Comcast offered to acquire Disney for $26.50 a share Feb.
11, but the bid was rejected by the board. Disney also blasted
Comcast's corporate governance practices, citing the Philadelphia-based
cable company's use of dual-class stock. Institutional investors,
including pension and hedge funds, share Disney's concerns with
Comcast's "superstock."
Comcast
Awaits Disney Action
By Geraldine Fabrikant, New York Times, 3/23/04
How long can the Comcast Corporation keep its offer for the
Walt Disney Company on the table? "We are patient,'' John
Alchin, a Comcast executive vice president and co-chief financial
officer, said in a telephone interview on Friday. "But that
does not mean we will wait forever.'' Several people involved
in the transaction said that Comcast, the giant cable operator,
was likely to leave its bid open for three to six months,
but not longer. Even with a six-month horizon, though, there
are costs to Comcast in leaving its offer on the table, media
executives say.
Big
Pension Funds Ask Disney for a Meeting
By Richard Verrier, Los Angeles Times, 3/23/04
Six of the nation's largest pension funds, worried about the
safety of their multibillion-dollar holdings in Walt Disney
Co., want to meet with the company's board of directors. In
an open letter Monday to Disney's new chairman, George Mitchell,
the pension funds said they remained "deeply concerned that
our investments and the future of this company are in jeopardy."
Such a request from funds with combined assets of $500 billion
is rare, experts said, a reflection of the extraordinary circumstances
surrounding the Burbank-based entertainment giant.
Comcast
chief remains interested in Disney
By
Peter J. Howe, Boston Globe, 3/13/2004
Comcast Corp. chief executive Brian L. Roberts said yesterday
he remains intensely interested in buying Walt Disney Co., but
reiterated that the cable television giant prefers to be patient
than get into a bidding war. ''I don't view a merger with Disney
as critical to our business, but it's a great opportunity, and
we feel compelled to try to make it happen," Roberts said during
at appearance at a Boston College economic forum. ''I really
believe that by putting our leading distribution and technology
company together with Disney's content would make both of us
stronger than we are apart."
Activist
(re)Action
Rally
Photo
Public interest rally against the proposed Disney-Comcast
merger outside the annual Disney shareholders meeting in Philadelphia,
Wednesday, March 3, 2004.
Outside
the Meeting, the Sounds of Protest
By
Jill P. Capuzzo, New York Times, 3/4/04
Eager to grab the attention of more than 100 news media
organizations here to cover the Walt Disney Company's shareholder
meeting, representatives from a dozen consumer, labor and
community groups staged a midday rally outside the Pennsylvania
Convention Center as Disney shareholders met inside. One of
their chief concerns was the attempted takeover of Disney
by the Comcast Corporation, the Philadelphia-based company
that is the largest cable operator in the country.
Initial
Response
Fewer moguls, bigger empires
By Dan Fost, San Francisco Chronicle, 2/12/04
Comcast's $54 billion bid to buy the Walt Disney Corp. has
added fuel to the debate over media ownership that is already
in full swing in courthouses and on Capitol Hill. Hours after
the surprising offer was announced, FCC Chairman Michael Powell's
policies loosening ownership restrictions on media companies
came under fire in a Philadelphia courtroom. Critics of the
new FCC rules argue that a dwindling number of media goliaths,
controlling an ever-increasing share of programming, limit the
diversity of opinion piped into homes.
AFL-CIO demands changes to Comcast governance
Reuters,
2/26/04
Union leaders at the AFL-CIO have renewed complaints about
Comcast Corp.'s corporate governance, suggesting that it could
be an impediment to the cable provider's $48 billion unsolicited
offer to buy Walt Disney Co. In a letter sent Tuesday to Comcast
Chairman C. Michael Armstrong, AFL-CIO Secretary-Treasurer
Richard Trumka called on the cable company to amend its charter
to eliminate some of its "unfair" corporate governance features,
which put too much power in the hands of Chief Executive Brian
Roberts and his family.
Big
three will run world's media, says Murdoch
By Jane Schulze and Geoff Elliott, The Australian, 2/13/04
Rupert Murdoch believes that in three years the world
will have three large media companies - and News Corporation
will be one of them. Speaking after releasing News's half-year
results on Wednesday night, the chairman and chief executive
of The Australian's owner, The News Corporation Ltd, ruled
out a counter-bid to US cable group Comcast's record $54billion
offer this week for the Disney group. But he acknowledged
the changing power structure in the world's media.
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