NEW YORK (CNN/Money) -
To figure out what a combined Disney and Comcast is worth, first you have to figure out what Disney is worth. More specifically, Disney without Michael Eisner at the helm.
More, to judge from the unsolicited takeover offer Comcast (CMSCA: Research, Estimates) put to Disney (DIS: Research, Estimates) shareholders Wednesday morning, but not all that much more. Comcast's bid represents a 9.7 percent premium over Disney's close Tuesday.
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Investors viewed that as a lowball bid -- especially after Disney pushed up its quarterly earnings release and showed results that were well ahead of analyst estimates. Disney shares were up around 15 percent in Wednesday morning trading.
Typically the initial offer in an unsolicited bid values a target at some lower price than the would-be buyer is willing to pay; this way the ante can be upped later. Furthermore, many analysts' valuation models put Disney at a much higher price. Credit Suisse First Boston's, for instance, values Disney by nearly 30 percent higher than where it closed Wednesday.
"Comcast is trying to steal Disney when the company is at a weak moment," said Brad Ruderman, head of the Beverly Hills, Calif.-based hedge fund Ruderman Capital Partners, who owns shares of both companies.
Much of the weakness in Disney's share price is due to the perception, merited or not, that CEO Michael Eisner has become a liability to the company. Roy Disney and Stanley Gold quit Disney's board last year over their long-running dispute with Eisner, and have called for his ouster. In another blow, late last month Pixar pulled out of talks to extend Disney's five-picture deal to distribute Pixar films.
Because Eisner has apparently rejected Comcast's advances, it is unlikely that he would have a job at the combined company.
Eisner appears to have rallied the support of several large shareholders recently, buffering himself against the criticism levied against him and allowing him to hit back against Roy Disney and Gold. But that support might not last now. If Comcast were to withdraw its offer, Disney shares would almost certainly fall. And nothing irks shareholders more than seeing their stock decline.
To counter this, Eisner will likely look for other suitors -- ones that will offer him a role.
"Eisner is nothing if not a survivor and a political animal," said Jeff Matthews, head of the Conn.-based hedge fund Ram Partners. "He's such a control freak, he'll want to control how it plays out. So he'll start looking for a partner."
Matthews doesn't hold positions in either company, although he said he's considering taking a stake in Comcast on the view that if the merger deal doesn't work out, Comcast's share price will rise, and that if it does work out it's priced into the stock. Comcast was down nearly 10 percent in Wednesday morning trading.
If he's looking, it shouldn't be hard for Eisner to find companies that are willing to take Disney's hand.
"You have a group of irreplaceable assets that are now on the block," said Ruderman. "This is going to be a broad and ugly fight. I think Viacom will join the fray. News Corp., too. Time Warner would like to, but can't for fiscal reasons."
The crown jewel of all these assets is ESPN, whose success other companies have been unable to duplicate.
For Disney shareholders, a bidding war would be a profitable ride -- but it's essential that a deal eventually gets done. If not, Disney's price will fall and the pressure on Eisner to leave the company will intensify.
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