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. Last Updated: 07/27/2016

Comcast Offering $54Bln for Disney

NEW YORK -- In a surprise move, cable TV giant Comcast Corp. proposed early Wednesday to buy Walt Disney Co., the iconic media and entertainment powerhouse that owns the ABC and ESPN television networks, movie studios and theme parks, for stock valued at about $54 billion.

The nation's biggest cable systems operator said it would also assume $11.9 billion in Disney debt to push the total value of the deal to $66 billion.

Comcast's stunning proposal was made even as Disney boss Michael Eisner is fending off criticism from former board members Roy Disney, the nephew of Disney founder Walt Disney, and Stanley Gold about his performance and lack of a succession plan as Disney's chief executive. Comcast said Eisner declined earlier this week to discuss a possible merger.

"This is a unique opportunity for all shareholders of Comcast and Disney to create a new leader of the entertainment and communications industry," said Comcast president and chief executive Brian Roberts said in a statement.

Calls to Disney representatives Zenia Mucha, Michelle Bergman and John Spelich were not immediately returned early Wednesday. Michael Citrick, spokesman for Disney and Gold, said they had no immediate comment.

Comcast also released a letter sent to Eisner indicating that Eisner had personally rejected Roberts' offer to enter into discussions about a merger earlier in the week.

The letter from Roberts called it "unfortunate" that Eisner was not willing to enter into discussions. "Given this, the only way for us to proceed is to make a public proposal directly to you and your board," the letter stated.

Under the merger, Comcast said it would issue 0.78 of a share of its stock for each Disney share, and Disney shareholders would retain 42 percent of the combined company.

The deal would give Disney shareholders a premium of more than $5 billion, based on Tuesday closing stock prices. Philadelphia-based Comcast merged with AT&T Broadband last November, and the company noted that merger in its sales pitch Wednesday.

"Our management team has a proven track record of successful integration of our merger partners," Roberts said.

Comcast has more than 21 million total cable television subscribers in 35 states and Washington, D.C. In October, the company reported net income of $3.18 billion and stronger-than-expected demand for premium services including high-speed Internet access. It has not yet released its results for the most recent quarter.