CALDEIRÃO DE BOLSA

Passo a transcrever o último artigo do Cramer, no qual ele explica porque não acredita que esta OPA vá a avante.

Um abraço,
Ulisses

"What Stands in the Way of Comcast-Disney"

By James J. Cramer
RealMoney Columnist
02/11/2004 02:12 PM EST


"Will Comcast (CMCSA:Nasdaq - commentary - research) get Disney (DIS:NYSE - commentary - research)?


First, let's understand that this country, unlike Europe, doesn't favor hostile takeovers. The courts and the government all seem to be lined up against them these days.


Second, I looked up the holders of Disney, and for the most part they are index funds or mutual funds that aren't known for their shareholder rights activities.

Third, I am sure Michael Eisner wants to run Disney until he dies, like Maurice Greenberg or Sumner Redstone. All succession talk is just talk, this is a guy who wants to be carried out in a box.

Fourth, the company has gone to incredible lengths before to screw shareholders in the name of staying independent, witness that Saban deal.
All of these things mitigate against it. In fact, one of the reasons why I am anxious to buy more Comcast is that I think that Disney will do everything it can to make sure this doesn't happen.

Against all of that illogic, however, is the logic about how right this combination is. There would be a huge cut in fees. There would be a ready-made CEO in Steve Burke, who should have been running Disney already. There would be a diversification away from theme parks with their massive cyclicality. There would be an end to the endless brain drain at Disney, where anyone talented has to leave because of the "Caesar for life" stuff. There would be the end of the hugely stupid moves like hiring and firing Michael Ovitz, the spending and then shuttering of Disney Internet Group, and the hiring and firing of ABC people every few years.

But I am a realist. Corporate America has figured out a way to get big bonuses and insulate itself from hostiles, just the way we were before the raiders changed things.

So, I don't think Comcast gets it. But if it does, Comcast would be the best stock to own for the next five years ... and I liked it already! "

(in www.realmoney.com)

Já agora, aqui fica um breve artigo do Cramer sobre isso...

Um abraço,
Ulisses

"Comcast Deal Will Push Disney to $30"

By James J. Cramer
RealMoney Columnist
02/11/2004 08:57 AM EST


"OK, you bought the Disney (DIS:NYSE - commentary - research) April 25 calls for 65 cents like I talked about on Monday. You are sitting on a quadruple. What do you do?

First, of course, you take out your cost of capital. You always want to play with the house's money.


Then?

Then you don't do a thing. You see, Michael Eisner may own the Disney board, but he doesn't have a lot of friends among the shareholders. Comcast (CMCSA:Nasdaq - commentary - research) has the ability to raise its bid to make it work, because the cost savings for Comcast are huge.

The result?

I think you'll hold on to $30, at least. That's where Disney is going. For sure. "

(in www.realmoney.com)

parece que tanto fundos q têm posição no papel assim como o "zum-zum" do mercado no geral dizem que a oferta da Comcast precisa de melhorar bem mais para ser atractiva.

Cump.

E as OPA`s continuam no mercado norte-americano. Desta vez foi a Comscat que se propõe a comprar a Disney. Grandes OPA`s sucedem-se todas as semanas em mais um sinal que estamos em "bull market".

"Comcast Puts Disney in Play "

By George Mannes
TheStreet.com Senior Writer
02/11/2004 08:32 AM EST



"In a bold move that would add the world's most famous content library to its sprawling cable network, Comcast (CMCSA:Nasdaq - commentary - research) Wednesday launched a hostile takeover bid for Disney (DIS:NYSE - commentary - research), offering to exchange stock worth about $54 billion for the storied entertainment behemoth.

Comcast offered to exchange 0.78 of a Comcast Class A share for each Disney share, valuing the Disney shares at $26.47 based on Tuesday's close. Disney closed Tuesday at $23.77 and its shares were recently fetching $27.40 on the Instinet premarket session. Comcast Class A shares slipped $2.66 cents, or 7.8%, to $31.27 in premarket trading, while its K shares were off $2.54, or 7.7%, to $30.40.


The deal's overall value is $66 billion, including about $12 billion of assumed debt. Disney shareholders would end up with about 42% of a combined company. Prior to the offer, Comcast's two share classes had a combined market value of about $76 billion, while Disney was worth about $49 billion.

Comcast said it launched the bid after Disney Chief Executive Michael Eisner refused to enter negotiations over a friendly merger. The bid comes as Eisner fends off criticism from dissident board members, most notably Roy Disney, the nephew of founder Walt Disney, and Stanley Gold about supposed creative and operational failures at the conglomerate, whose holdings include theme parks, movie studios, the ABC television network, the Disney Channel and ESPN.

Comcast CEO Brian Roberts lamented Eisner's unwillingness to negotiate a friendly deal in a letter to him and the Disney board.

"I am writing following our conversation earlier this week in which I proposed that we enter into discussions to merge Disney and Comcast to create a premier entertainment and communications company," Roberts wrote. "It is unfortunate that you are not willing to do so. Given this, the only way for us to proceed is to make a public proposal directly to you and your board."


Disney representatives weren't immediately available to comment.

Comcast, the country's largest cable operator with about 21 million subscribers, scored a major success last year with the integration of AT&T Broadband. Disney, on the other hand, has recently been engulfed in a high-profile dispute with another cable operator, Comcast rival Cox Communications (COX:NYSE - commentary - research), over how much it charges for ESPN. While Disney has disputed Cox's claim that it's seeking a 20% increase in the price paid to carry ESPN, Cox has taken the battle public and currently operates a Web site decrying the fees.

In retrospect, Comcast's daring bid was presaged in December, when it entered a forward sale agreement to unload a huge chunk of Liberty Media (L:NYSE - commentary - research) shares for close to $900 million. Comcast agreed to sell 75 million to 100 million of the more than 200 million Liberty shares it got in exchange for its ownership stake in QVC.

A handful of media company shares were higher in premarket trading on news of the bid, including Time Warner (TWX:NYSE - commentary - research), up 20 cents, or 1.2%, to $18; Viacom (VIA.B:NYSE - commentary - research), up 40 cents, or 1%, to $41.50; and Sony, up 50 cents, or 1.2%, to $41.50.

Comcast boasts among its management ranks a longtime Disney insider, its head of cable television operations, Steve Burke. Before moving to Comcast, Burke was president of ABC Broadcasting, overseeing 10 ABC-owned television stations; the ABC Radio Group, consisting of 27 radio stations and eight radio networks; and Buena Vista Television, the company's domestic syndication arm.


At Disney, Burke helped develop and found Disney Stores, one of Disney's fastest growing businesses with more than 680 stores in 11 countries. In 1992, he moved to Euro Disney S.A., where, as president and chief operating officer, he helped lead a major restructuring.

"I know Disney's businesses very well," Burke said in a release. "And I am confident that when we put those great brands and programming assets together with our distribution, there will be significant opportunities to produce compelling returns for shareholders."

Disney's management is scheduled to meet with analysts and institutional shareholders Wednesday in Florida. "

(in www.thestreet.com)