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COMCAST / DISNEY MERGER

Background
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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 & Media Coverage

Comcast/Disney Special Features

Financial Times

I Want Media

New York Times


Selected Stories
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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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