Mouse Trap

Comcast Holdings Corp. (Philadelphia), the largest cable operator in the United States, has made an unsolicited $54.1 billion takeover offer yesterday for the Walt Disney Co. (Burbank, Calif.).

If successful, the deal would create the largest media company in the world, leaping past Time Warner and Rupert Murdoch's News Corp. by combining Comcast's distribution channel to over 21 million cable subscribers with Disney's collection of film and television properties. Disney's holdings include the ABC television network, ESPN and other cable networks, the Disney and Miramax movie studios and Disney theme parks and related retail stores around the world.

The Disney board of directors said it would consider the proposal. But behind the scenes, Disney reportedly scrambled to mount a defense, hiring investment bankers and plotting strategy to block a deal.

In the center of the storm is Disney ceo Michael Eisner, whose tenure has been publicly challenged recently by several board members, most notably Roy Disney, nephew of the company's founder. In resigning his board membership two months ago, Disney accused Eisner of mismanaging the company, extinguishing its creative spark and driving away talented executives with his hard-driving ways.

Eisner had been approached earlier this week by Comcast ceo Brian Roberts about a merger of the companies, but The New York Times reported that Eisner, without consulting Disney's board, told Roberts, “It's not of immediate interest to put this together.”

Comcast currently owns AT&T Broadband and has ownership of E! Entertainment and Comcast-Spectacor (a venture that owns Philadelphia's Flyer hockey team and 76ers basketball team). It recently sold its 57 percent stake in electronic retailer to for $7.9 billion.