Comcast Wants Disney

Comcast Corp, the nation's largest cable operator, said Wednesday it has proposed a merger with entertainment giant Walt Disney Co.

The New York-based Comcast said it had offered Disney shareholders 0.78 of a share of its own stock for each Disney share, valuing the Burbank, Calif., company at $66 billion. The deal, which would create a media conglomerate rivaling Time-Warner Inc. and News Corp., also calls for Comcast assuming $11.9 billion in debt.

Disney said in a statement that it's board would "carefully evaluate" the proposal, which would give Disney shareholders 42 percent ownership of the combined company.

"This is a unique opportunity for all shareholders of Comcast and Disney to create a new leader of the entertainment and communications industry," Brian L. Roberts, president and chief executive of Comcast, said in a statement. "Not only would this merger create significant shareholder value, but it would also position the combined company to compete vigorously with other entertainment and communications companies, including newly created integrated distribution/content providers."

In a letter to Michael Eisner, Disney chairman and chief executive, Roberts said Comcast decided to go public with its offer after failing to get Disney executives into discussions. Comcast made the letter public on Wednesday.Comcast has more than 21 million cable subscribers, with nearly a quarter also subscribing to the company's Internet service. Robert said in the Eisner letter that combining the companies would accelerate Disney's plans for "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," Roberts said.

The Comcast bid comes 15 months after it bought the cable TV assets of AT&T Corp., propelling Comcast into the No. 1 spot among cable operators.