Comcast Deal Looks Solid

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As the clock ticks for potential rival bidders for MediaOne
Group Inc., some names have surfaced as possible suitors. But it appears that most of the
speculation is just that, and most industry observers believe that the MSO's sale to
Comcast Corp. will go through as planned.

Comcast agreed to purchase MediaOne March 22 in a deal
valued at about $60 billion in stock and assumed debt. Comcast's share price took a
big hit on the day of the announcement -- predictable after the announcement of a big
transaction that would dilute current Comcast holders' stakes in the enlarged
company.

The stock has continued a downward slide -- it closed at
$63.38 per share April 1, after trading as high as $72.88 March 19 -- but most analysts
said that's not a sign that the deal is troubled. The deal was for a fixed price --
1.1 Comcast shares for each MediaOne share -- regardless of stock-price changes prior to
closing.

MediaOne has 45 days from the signing of the agreement
March 22 to accept a better offer. MediaOne is not allowed to solicit competitive offers,
but if it does agree to another deal, it will have to pay Comcast a $1.5 billion penalty.

Atlanta-based MSO Cox Communications Inc. has been reported
to be interested in making a competitive bid for MediaOne, along with Amos Hostetter,
former chairman of Continental Cablevision Inc. and MediaOne's largest single
shareholder.

Hostetter declined comment, but some people close to the
situation said he is pleased with the Comcast deal, he likes the Roberts family and he
does not intend to make a play for MediaOne himself.

One person close to both companies, who requested
anonymity, said Hostetter "is perfectly comfortable with Brian Roberts as CEO [of the
combined Comcast/MediaOne]," and he "definitely doesn't want to be CEO
himself."

Cox has denied that it is targeting MediaOne, although a
company spokeswoman said MediaOne was on its acquisition radar in the past, before Comcast
made its pitch. However, since MediaOne effectively has been in play for almost two years,
most of the MSOs in the country have probably entertained the idea of making the company
an offer.

Cox -- which has said in the past that it is in a buying
mode -- said last week that it is considering hiring New York-based investment banker
Merrill Lynch & Co. to seek out potential acquisitions.

"We've been talking to Merrill Lynch about
looking at deals," said Amy Porter, a spokeswoman for Cox. "We are certainly
looking at growth opportunities, but nothing in particular and not MediaOne."

Other industry observers have speculated that AT&T
Corp., which recently closed its $55 billion purchase of Tele-Communications Inc., may
have considered a hostile bid for MediaOne.

According to some cable watchers, AT&T had been hinting
at a MediaOne takeover shortly before Comcast made its announcement, causing speculation
that MediaOne chairman Chuck Lillis decided to do a "friendly" deal with Comcast
instead.

"[AT&T] had an interest," said one analyst
who requested anonymity. "But I think that what they were talking about doing was
more of a hostile takeover. That may have forced Chuck Lillis to look for a more friendly
deal."

And that friendlier deal was with Comcast.

Still, the analyst said, it is unlikely that another bidder
will come into the picture, mainly because of the high price that Comcast is paying for
the MediaOne properties.

"It's a pretty full price," the analyst
said. "And it's important that in this industry, everyone works together."

The analyst added that AT&T is unlikely to try to make
a run at MediaOne because it is trying to strike telephony deals with other operators and
it does not want to create any more animosity in the industry.

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