Origins of the Takeover Proposal
Brian L. Roberts walked out of the phone booth, dumbfounded.
Holed up with advisors at the Westin hotel in Philadelphia for seven hours, the Comcast Corp. chief executive had been counseled to waste no time in giving Michael Eisner, chairman of Walt Disney Co., the news: The country's biggest cable company wanted to team up with the venerable entertainment empire.
Preparing for the monumental call, the Comcast team, over cold cuts and Caesar salad, had kicked around various scenarios, expecting Eisner to suggest a face-to-face meeting or tell Roberts he would discuss the matter with the Disney board. As he dialed, Roberts figured Eisner would, at the least, need a few minutes to think about it.
Instead, "he blew me off," is essentially how Roberts described Eisner's reaction, according to people on the team.
"We didn't expect him to dismiss it out of hand," said one advisor.
That moment, a week ago today, set the stage for what is shaping up to be one of the most sensational takeover tries in entertainment industry history.
After getting the cold shoulder from Eisner, Roberts and his team spent 13 hours hashing out details Tuesday at the Manhattan law offices of Davis Polk & Wardwell.
Price had been debated since the Comcast team started thinking seriously about Disney before Christmas. "None of us felt this company was worth a premium of 20% or 30%," said one person on the team. "Besides, we felt we were bidding against nobody."
Early Wednesday, as Disney hosted a conference for analysts and investors in Orlando, Fla., a formal letter went out. It said Comcast would pay about a 10% premium over the Disney share price that day, or some $51 billion -- and assume its $12 billion in debt. (As of Friday's close of trading, the deal was valued at $49 billion.)
Roberts reported earnings to investors, held a news conference to explain the Disney bid and placed what people close to him described as courtesy phone calls to some 150 power brokers in the media, politics and finance. On the list: Federal Communications Commission Chairman Michael K. Powell; Microsoft Corp. Chairman Bill Gates; Viacom Inc. CEO Sumner Redstone; InterActiveCorp's Barry Diller and New York Mayor Michael R. Bloomberg.
By Friday, Roberts and his team had met with Comcast and Disney shareholders in New York, Boston, Denver and Los Angeles.
