Mousecapades

Comcast plans to bide its time on its takeover bid despite turmoil at Disney
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Disney shareholders' rebuke of Walt Disney Co. CEO Michael Eisner was even harsher than Brian Roberts had hoped. But the question of how much the Comcast Corp. CEO can exploit it remains.

Building investor anger over Eisner's management of Disney was precisely why Roberts launched Comcast's hostile $66 billion takeover bid. And the bet paid off as a campaign led by Roy Disney prompted the owners of 43% of Disney Co. shares to withhold their votes for Eisner's reelection to the company's board.

Legally, the vote was meaningless, but it howled volumes about Eisner. Shareholder pressure was enough to prompt Disney's board to split his chairman and CEO job and install board member and former U.S. Sen. George Mitchell as chairman.

Elevating Mitchell—who has no big business background and has strongly supported Eisner—to chairman isn't enough for the ringleaders of the shareholder revolt.

"Today is a new day," said Stanley Gold, a former Disney board member and longtime ally of Roy Disney, nephew of company founder Walt. "The owners of this company have spoken, and the board has a second chance starting today to get it right. It now has an opportunity to correct the wrongs and do what is right."

Translation: "Michael Eisner must leave now."

Roberts learned the results of the shareholder vote while in the air. He was jetting with other Comcast execs from a company management conference in Phoenix to a meeting with investors in Utah when the Blackberry message came through: 43%.

How will Comcast bring Disney's board to the negotiating table? Comcast execs continue to insist that they won't raise their takeover offer for Disney, initially worth $66 billion but now teetering at $57 billion following a drop in Comcast's stock price. "They will not bid against themselves," says one Comcast adviser. "They will wait."

Roberts is betting that shareholder pressure will intensify, particularly if Eisner treats him like a barbarian at the gate. But if the heat from shareholders becomes too much for Disney's board to take, Comcast might successfully cast itself as the white knight, solving leadership woes and restoring growth to company operations.

Dream on, says Disney brass.

CFO Tom Stagg dismisses Roberts' boasts that he can run Disney better than current management. "We are comfortable in our ability to exceed Comcast's estimates on a standalone basis," he says. "Comcast isn't a believer."

Snorts one Comcast exec: "Disney's stock price is up because we're bidding for it. If we walk, it goes right back down."

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