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Are More Bidders Waiting to Pounce?

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Times Staff Writers

Twenty years ago, Walt Disney Co.’s board turned to the deep pockets of the Bass brothers of Texas to help ward off a hostile takeover by such corporate raiders.

On Monday, Disney directors formally rejected the latest run at their company -- an unsolicited offer by cable giant Comcast Corp. Although it remains unclear whether Comcast has just begun to fight, this much is certain: There aren’t any obvious Bass brothers waiting in the wings.

The odds are long of another company coming to the rescue or storming the Magic Kingdom, analysts and investors say. Some face regulatory hurdles, don’t have the money or have little appetite for the kind of mega-mergers that backfired on AOL Time Warner and Vivendi Universal.

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Still, with the famous Disney name in play, it’s enough to give pause to any media conglomerate or mogul.

“I don’t think there are any obvious white knights here,” said Lowell Singer, a media analyst with SG Cowen Securities. “But there are certainly some other companies out there who’ve probably spent more than a couple of minutes contemplating this.”

Here’s a look at a few of the companies and tycoons who may be crunching some numbers.

* Liberty Media

The chairman of Liberty Media, John Malone, is a cable man at heart. He’s never been a fan of the volatile nature of Hollywood enterprises. These days, he’s focused on streamlining Liberty and dressing it up for sale, possibly in the next two years. Malone has neither the infrastructure nor the management team to tackle Disney’s vast empire.

Malone has elevated his profile in the media world recently by taking larger stakes in Rupert Murdoch’s News Corp. and European cable operators. But industry sources say those increased holdings are not evidence of heightened interest in the entertainment world. Instead, they say, Malone probably bought News Corp. shares to package with some of his own properties as part of an exit strategy. Malone may be betting that Murdoch will be forced to buy pieces of Liberty if the Australian mogul wants to get back his own stock.

The wild card: Malone’s deal-making partner, former studio boss Barry Diller, may employ his persuasive powers to draw Malone into a deal.

* Microsoft

Bill Gates probably won’t rain on Comcast Chief Executive Brian L. Roberts’ parade. That’s because software giant Microsoft Corp. already owns about 7% of Comcast. Roberts, in fact, may turn to Microsoft if he wants to sweeten the Disney deal by offering a cash component.

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But Wall Street analysts said a Microsoft deal can’t be ruled out.

Disney is the last content provider that isn’t controlled by another conglomerate or a single large shareholder. Microsoft could use new forms of content to make MSN.com more competitive with AOL and Yahoo Inc.

With a stockpile of billions of dollars, Microsoft has the means to pursue a deal on its own. But Microsoft has passed up many opportunities to partner with Hollywood companies in the past.

The wild card: Gates may change his mind.

* InterActiveCorp

Former Hollywood mogul Barry Diller is longtime friends with Disney Chairman Michael Eisner. Diller worked with Eisner at Paramount in the early 1980s and remains a confidant. Wall Street speculation has Diller joining with Liberty’s Malone, a major shareholder in Diller’s InterActiveCorp. The two have teamed up on other deals, including an unsuccessful run at Paramount studios in 1994.

But ever since Diller refashioned himself as an Internet visionary and ended his rocky tenure as head of Vivendi Universal Entertainment, he has focused on his e-commerce business and shown little interest in returning to the movie business. InterActive’s investors almost certainly wouldn’t stand for a Disney deal.

The wild card: Diller might want to stage another Hollywood comeback.

* Time Warner

The owner of CNN and “The Lord of the Rings” franchise would love to own a major broadcast network to go toe-to-toe with heavyweights Viacom Inc., which owns CBS, and News Corp., which owns Fox Network. Time Warner’s WB is not in the same league.

But a play for Disney now is unlikely because Time Warner faces an ongoing investigation by the Securities and Exchange Commission. Already, the SEC has prevented Time Warner from taking its cable company public. Aside from the SEC probe, antitrust regulators probably wouldn’t allow the combination of Time Warner and Disney studios. Time Warner also is still trying to repair the damage from its disastrous pairing with AOL that forced the company to sell music, cable and TV assets to slash huge debts.

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The wild card: Time Warner settles its probe with the SEC, leaving it free to pursue Disney.

* Viacom

Federal law prohibits one company from controlling two networks. Because Viacom already owns CBS, it would be prevented from grabbing Disney’s ABC. Moreover, Viacom chief Sumner Redstone dislikes capital-intensive businesses, such as theme parks. Viacom, the owner of Nickelodeon and Paramount Pictures, is always on the lookout for more cable business, but it’s unclear whether Disney’s cable assets, which include the Disney Channel, SoapNet and ESPN, would be a good fit.

The wild card: Redstone has a fierce competitive streak.

* EchoStar

Satellite TV provider EchoStar Communications Corp., which tried unsuccessfully to merge with DirecTV, could become an attractive target for Disney as a way to defend itself against a takeover, essentially making a bid more expensive and prohibitive on the regulatory front. That prospect of a Comcast-Disney combination boosted EchoStar’s stock price on the belief that some other content provider would need to buy the satellite company to stay competitive.

Disney would be hard-pressed to convince shareholders they’re better off partnering with EchoStar than Comcast, which has a much larger reach.

The wild card: Viacom buys EchoStar before Disney.

* News Corp.

News Corp. already has taken itself out of contention. “We certainly won’t make a run at Disney,” Chairman Murdoch said in a conference call last week after Comcast’s bid was announced.

It was a moot point.

Federal regulators won’t approve a deal that would merge two studios (20th Century and Disney), two broadcast networks (ABC and Fox) and two of the dominant sports channels (ESPN and Fox Sports).

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What’s more, News Corp. has no strategic reason to buy Disney. It is still digesting its recent acquisition of DirecTV, the nation’s largest satellite provider.

The wild card: none on the horizon.

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