QVC Board Approves $1.42-Billion Takeover : Merger: Unable to attract a better offer, the shopping channel accepts a slightly sweeter Comcast and Liberty Media bid.

Unable to attract a better offer from another party, directors of QVC Inc. on Thursday accepted a slightly sweetened $1.42-billion takeover bid from its two largest shareholders.

Comcast Corp. and Liberty Media Corp. are expected to launch their tender offer for all outstanding QVC shares within five days, offering $46 per share instead of their original $44 for each of the 63% of QVC shares they don’t already own.

The vote signals the effective end of QVC Chairman Barry Diller’s era at the home shopping network, although he will remain until December to oversee a transition, sources said.

Diller had tried hard to drum up a rival bid to fetch a higher price for the company, but none materialized, even though, sources said, regional phone companies BellSouth, Bell Atlantic and Ameritech each considered such a move.

“The process has now been completed, and maximum value has been obtained for the shareholders,” Diller said in a prepared statement. “I had committed to make that the sole focus of my attention, and if and when the merger is consummated, I will do my best to provide for a perfect transition.”

Said one source in the QVC camp: “We had no third-party bid, and we had no internal plan that would create great value.”

The source acknowledged that the idea of a massive stock repurchase was unappealing to Diller because it would have burdened the company with debt and restricted its activities to retailing.

Although many Wall Street sources said QVC might be worth $50 per share, most said they knew a bidding war was unlikely once Liberty Media threw its weight behind Comcast.

“If the two largest shareholders decide that’s all they’re going to pay, that’s it,” said one analyst, who spoke on the condition of anonymity.

Diller had always intended to use QVC as a launching pad for grander things. When his bid for Paramount Communications Inc. failed in February, he proposed a sale of the company to CBS Inc., which would have placed him at the helm of the combined companies.

The CBS deal was torpedoed, however, by Comcast’s surprise bid last month to buy QVC. That bid was joined later by Liberty Media, another large shareholder that is being reacquired by cable giant Tele-Communications Inc.

“It was over weeks ago,” declared one securities analyst who follows all three companies. “The only interesting thing is where (Diller) is going to bounce to next. I think he will go on vacation for a couple of weeks, and then after Labor Day the rumors will start up again. If it moves, it’s got Barry there!”

In his 18 months there, Diller drew unprecedented attention to the home shopping network by luring high-profile visitors to its West Chester, Pa., headquarters and spinning visions of an interactive future.

Just six months into the job, Diller proposed a merger with chief rival Home Shopping Network in a stock swap that would have been worth $1.4 billion. But the merger was questioned seriously by federal antitrust regulators, and the proposal was scrapped after Diller bid for Paramount.

At the end of May, Diller controlled about 9% of QVC’s stock and still had a voting partnership with Comcast.

In the end, however, he did not have sufficient clout to override the wishes--and financial resources--of that founding shareholder.

Still, Diller will walk away with $118 million for his QVC stint. In addition to his initial investment in the company, he received a signing bonus of $5-million worth of QVC stock and options for an additional 6 million shares.

As previously agreed, Comcast will own 57% of the company and have management control, and Liberty Media will hold 43%.

The sweetened bid added about $70 million to the purchase price. The total cost of the acquisition includes $90 million for the cost of canceling stock options and completing the transaction, a Comcast executive said.

In trading Thursday, QVC shares rose 75 cents to $44.75, while Comcast slipped 25 cents to $15.625.

Liberty Media rose 25 cents to $23, while Tele-Communications Inc. rose 12.5 cents to $23. It was a hectic day for Liberty, which held a shareholder meeting Thursday in Denver to approve a plan to merge with TCI, the nation’s largest cable TV operator that spun off Liberty just three years ago.

Sources said Liberty and Comcast attorneys were still ironing out details of their bid and would not put out a formal announcement until Friday.