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Comcast Withdraws Bid as Disney Board Discourse Remains Status Quo

Comcast Corp. announced April 28, 2004 that it has withdrawn its proposal to merge with The Walt Disney Co., right after the Disney board of directors concluded its annual retreat where it reiterated its confidence in ceo Michael Eisner, which, in turn, angered Roy E. Disney and Stanley P. Gold, who have been trying to oust the chief executive.

Brian L. Roberts, president/ceo of Comcast said, "It has become clear that there is no interest on the part of Disney's management and board in putting Comcast and Disney together. As a result, we have withdrawn our offer."

"Comcast is in the best shape in its history," Roberts continued. "As emphasized by our first quarter numbers just released today, we are off to a great start this year and are uniquely positioned to deliver superior growth and value to our shareholders in 2004 and beyond. With over 21% cash flow growth this quarter, we are the fastest growing media and telecommunications company in the nation. In addition, now that we have withdrawn the Disney proposal, we are once again in a position to move forward with our previously announced $1 billion stock repurchase program."

The Disney board, in executive session, continued its systematic assessment of both ceo and senior management succession and formalized the division of responsibilities arising from its decision to separate the positions of chairman and ceo. It defined the responsibilities of chairman, which are essentially to organize the work of the board and provide it will all necessary information it needs to monitor the corporations performance.

The newly named chairman, George Mitchell, said, As ceo and with the full support of the board, Michael Eisner continues to have the same authority to manage the operations of the company as he has previously held."

A Disney Co. statement read, The board continues to have complete confidence in Michael Eisner, Bob Iger and the senior management team and in their strategic growth plan to continue to strengthen the company's position as the global leader in quality family entertainment.

"The board this week has demonstrated that this is truly a 'Do Nothing Eisner Board, Roy Disney and Gold said. "It appears that the board remains untroubled about the chaos at its ABC Television Network, the poor performance of the ABC Family Channel, the recent disappointing performance of its film division, the loss of critical relationships such as Pixar and sagging employee morale.

"Notwithstanding these facts, this board has participated in Michael Eisner's costly lobbying campaign to preserve his job. It really makes you wonder, what it will take for this board to act independently and responsibly on behalf of the company's shareholders," they concluded.

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