In Disney Fight, The 600-lb. Gorilla Just Might Sit It Out
Microsoft Corp., with a bulging coffer of cash and a large ownership stake in Comcast Corp., figures to play a crucial role in the continuing fight for Walt Disney Co., right?
Don't bet on it.
Speculation on Wall Street continues that Microsoft either will give a cash infusion to Comcast, making it easier for the cable company to boost its existing offer for Disney, or that Microsoft will make a bid of its own for Disney.
Speculation was rekindled Wednesday after the surprisingly large shareholder vote against Disney's chief executive, Michael Eisner, at the Disney annual meeting, and the board's decision to replace him as chairman. Both moves could increase the chances of a Disney takeover.
But Microsoft Chairman Bill Gates and other officials of the Redmond, Wash., company have begun to send a clear message: We aren't interested in getting involved in the battle for Disney.
"You won't see us buying a movie studio or some big communications asset or those kinds of things. What we know is software," Mr. Gates said after a speech at Harvard University last week, according to people at the event. And Mr. Gates has told others in recent days that Microsoft won't be joining forces with Philadelphia-based Comcast in its effort.
Thursday, a Microsoft spokesman expanded on Mr. Gates's comments, saying that rather than getting involved in the bid, Microsoft is focused on what it sees as its "core competency" of software development and technology creation.
The decision by Microsoft is the latest indication that a bidding war for Disney is unlikely. When Comcast launched its unsolicited offer last month Disney shares soared as some predicted that Viacom Inc., Microsoft or another party could enter their own takeover offer. But Viacom has indicated it has no interest in Disney, and with Microsoft's apparent decision to stay out of the wrangle, some say Disney shares could feel pressure.
"If other parties don't get involved it is much less likely that Disney will command a price beyond the fair value of its assets, or $30 per share," says Frank Bodenchak, who runs Edge Capital LLC, a New York hedge fund.
To some on Wall Street, Microsoft's decision is a surprise. After all, the software giant owns 7.4% of Comcast's Class A shares, according to its latest public filing, and Microsoft is under pressure from investors to do something with the company's $50 billion of cash holdings. At the same time, Microsoft needs a strong nexus to Hollywood as it gets deeper into software for managing digital movies.
That is why some analysts had speculated that Microsoft might expand its investment in Comcast, perhaps with an infusion of several hundred million dollars or much more. Comcast could use that extra cash to sweeten its offer for Disney with a cash component that could entice some Disney shareholders.
But Mr. Gates's comments reflect a company that has sharply refocused on its core business as it faces slower growth and a flat stock price. As part of that refocusing, Microsoft has deliberately moved away from taking on the kinds of diversification that in the past have proved to be a distraction. Just a few years ago the software company made a series of multibillion-dollar investments into cable, telecommunications, Internet content and a host of consumer businesses such as video games.
Under the leadership of CEO Steve Ballmer, however, who took over Microsoft's day-to-day operations from Mr. Gates in 2000, Microsoft is shunning investments outside of Microsoft's core area.
That change is reflected in Mr. Ballmer's choice of his finance chief, John Conners, who has proved himself as a manager, not a deal maker. The shift also is evidenced by the departure last year of Richard Emerson, a former Lazard banker who joined Microsoft in 2000 to head its mergers and acquisitions group. That group was subsequently folded into Mr. Conners's finance office.
Mr. Gates has aided Comcast in the past. In 1997, when the cable industry was in the doldrums, he sparked a new round of investment by investing $1 billion in Comcast. Then, when Comcast was trying to buy AT&T Corp.'s cable division to become the country's largest cable operator, Mr. Gates agreed to convert Microsoft's $5 billion investment in AT&T into Comcast shares.
But with Microsoft now on the sidelines, Comcast faces pressure to sweeten its offer on its own. To woo Disney shareholders most analysts believe Comcast has to boost its existing bid, if only modestly, perhaps with cash rather than its own stock. (Comcast's existing offer is valued at just $23.95, well below the $26.80 close for Disney shares Thursday on the New York Stock Exchange.)
Even if Microsoft doesn't lend a helping hand, Comcast could still use cash to increase its Disney bid. Analysts estimate that it could raise as much as $12 billion by selling such assets as its stake in Time Warner Inc.'s cable operation.
Comcast faces pressure from its shareholders not to raise its bid. The cable company's stock already has been driven down more than 9% since it announced its Disney offer partly because investors feel Comcast's growth prospects are better than Disney's. They also are skeptical that Comcast's management team would be able to increase the value of Disney's theme parks, movie studios and other businesses that Comcast has no experience operating.
Comcast Chief Executive Brian Roberts clearly has been listening to these concerns. Ever since he announced his Disney bid, he has been trying to assure investors that he will be "disciplined" in his efforts to buy the company. Company executives have all but ruled out the possibility of increasing Comcast's offer before Disney's board agrees to meet to discuss a possible merger. They also have indicated that they have no plans at this point to go to shareholders directly, especially since this would likely have to include an increased bid.
So what does Comcast do? At this point, the cable operator likely will wait and do nothing, hoping that pressure from the negative shareholder vote will force the Disney board to reconsider Comcast's offer. The board said Wednesday it has no intention to do this, but shareholders are likely to demand more action than the decision the board took to replace Mr. Eisner as chairman with former Sen. George Mitchell of Maine.
Comcast probably won't wait for long, according to some analysts who have been following the takeover attempt. The company is well aware that its stock isn't likely to appreciate while uncertainty persists about a possible deal. "If Comcast is not welcomed into negotiations with Disney in the coming weeks...Comcast will likely walk away from this potential deal for the time being," says Aryeh Bourkoff, a cable analyst with UBS Securities.
康卡斯特强娶迪斯尼 微软在一旁袖手旁观
财大气粗且拥有康卡斯特(Comcast Corp.)大量股份的微软公司(MICROSOFT CORP.)将在对沃尔特-迪斯尼(Walt Disney Co.)的持续争夺战中扮演重要角色，是这样吗？
千万别报什么指望。
华尔街仍然猜测，微软要么向康卡斯特注入现金，使这家有线公司更容易提高对迪斯尼的现有出价，要么对后者发出自己的要约。在周三的迪斯尼股东大会上，大股东出人意料地表决要求公司首席执行长迈克尔?埃斯内(Michael Eisner)辞职，董事会决定撤销他的董事长一职。消息一出，市场再度传言四起。人们认为，这些举措可能会增加迪斯尼被收购的几率。 但是，微软董事长比尔?盖茨(Bill Gates)和其他管理人士已经开始传递出一个明确的信息：公司没兴趣介入对迪斯尼的收购战。
知情人士称，盖茨在上周结束哈佛大学演讲后表示，公司不会收购电影制片公司、大型通讯资产或诸如此类的公司。微软的优势在于软件业。盖茨近来向其他人表示，微软不会和康卡斯特联手收购迪斯尼。
昨日，微软的发言人进一步阐述了盖茨的言论，称公司专注于视为其核心竞争力的软件开发和技术创新方面，而不是参与竞标。
微软的这一决定似乎进一步证实，对迪斯尼的收购战不会燃起。当康卡斯特上月主动发出要约时，迪斯尼股价大涨，因为一些人预计，维亚康姆(Viacom Inc.)、微软(Microsoft)或其他方可能会随后跟进。但是，维亚康姆已经表态，它对迪斯尼没有兴趣。现在微软显然不想参与纷争，部分人士认为，迪斯尼的股价可能面临压力。
纽约对冲基金Edge Capital LLC的管理者法兰克?波登切克(Frank Bodenchak)称，如果其他方不参与竞标，迪斯尼要求收购价超过其资产合理价值（约每股30美元）的可能性就会大大减弱。
对一些市场人士而言，微软的决定出乎他们的意料。毕竟，据最新资料显示，这家软件巨头拥有康卡斯特7.4%的A类股票，而且投资者正在敦促公司充分利用其500亿美元的现金。同时，微软需要加强和好莱坞的联系，因为它正在开发管理数字影片的软件。这就是一些分析师先前猜测微软可能扩大对康卡斯特的投资，也许是注入数亿美元的原因所在。他们认为，康卡斯特也许会利用这笔现金提高对迪斯尼的出价，以部分现金收购来吸引迪斯尼的一些股东。
但是，盖茨的言论反映出，由于增长放缓、股价平淡，微软已经将侧重点转回到核心业务上。作为这一战略的一部分，微软有意退出了以前追求多元化却未见成效的业务。就在几年以前，微软还接连向有线、电信、互联网内容、及视频游戏等一些消费者业务斥资数十亿美元。
然而，在现任首席执行长斯蒂文?巴尔默(Steve Ballmer)的领导下，微软正在规避核心领域以外的业务。巴尔默在2000年接替了盖茨的职务，负责公司的日常运营。
这种转变体现在巴尔默对首席财务长康纳斯(John Conners)的任命，以及去年并购部门负责人艾默森(Richard Emerson的)离职上。康纳斯用实际行动证明自己是一名出色的管理者，并不以促成交易见长。艾默森离职后的并购部门后来并入康纳斯的财务部门。
盖茨过去对康卡斯特帮助不小。在1997年，当有线业陷入低谷之时，他启动了新一轮的投资，对康卡斯特投入10亿美元。随后，当康卡斯特试图收购美国电话电报(AT&T Corp.)有线业务，从而成为美国最大的有线运营商的时候，盖茨同意将微软在美国电话电报50亿美元的投资转换为康卡斯特的股份。
但是，由于微软现在袖手旁观，康卡斯特面临自行提高收购出价的压力。为了取悦于迪斯尼的股东，大部分分析师认为，康卡斯特需要提高现有出价，哪怕只是适度提高，也许是用现金而不是自己的股票。（康卡斯特当前出价仅为23.95美元，大大低于迪斯尼昨日收盘价26.80美元。）
即便微软不施以援手，康卡斯特可能也会动用现金来提高要约价。分析师估计，它可能通过出售时代华纳(Time Warner Inc.)有线业务的持股等资产来筹资120亿美元。
但是，康卡斯特的股东显然不愿意这样做。自从康卡斯特宣布这项要约以来，其股价已经下跌了9%以上，部分原因是投资者认为康卡斯特的增长前景要比迪斯尼乐观。他们还怀疑，康卡斯特的管理团队能否提升迪斯尼主题公园、电影制片厂及其他业务的价值，因为他们在这方面毫无经验。
康卡斯特首席执行长罗伯茨(Brian Roberts)显然一直在听取这些担忧。自从他宣布了收购要约之后，他一直在设法抚慰投资者，表明他将在收购迪斯尼的努力中恪守原则。公司管理人士几乎排除了在迪斯尼董事会同意双方探讨并购问题前提高出价的可能性。他们还表示，此刻他们不打算直接寻求股东的支持，尤其是可能必须要提高出价的情况下。
那么，康卡斯特该怎么办？在这种形势下，它可能会采取等待观望的态度，指望股东方面的压力迫使迪斯尼董事会重新考虑康卡斯特的要约。迪斯尼董事会周三表示，它不打算这样做，但股东们可能会在迫使埃斯内下台之外要求公司有更多行动。
一直在追踪此项交易的分析师称，康卡斯特很可能不会等待太久。公司清楚地知道，在交易前景持续不确定的情况下，其股价不可能升值。UBS Securities的分析师波克夫(Aryeh Bourkoff)称，如果康卡斯特在今后几周没有得到迪斯尼的谈判邀请，它也许会暂时搁置这项交易。
