Storer Communications Inc., the Miami-based media company, said yesterday that its board of directors will respond to a takeover bid worth about $2.1 billion from Comcast Corp., the nation's 16th-largest cable operator, "as soon as it is practicable."
Earlier this year, Storer agreed to be acquired in a management buyout that could be derailed by the new offer. Storer officials and board members declined to say when the board would meet to consider the new bid, but they said "an appropriate response will be made" as soon as the offer can be studied. If the company accepts the Comcast offer, the merger would create the nation's third-largest cable company, with about 2 million subscribers.
In April, Storer's board approved a $1.8 billion management buyout led by New York investment firm Kohlberg, Kravis, Roberts & Co., a transaction that has not been approved by the company's stockholders. That deal came about after a dissident shareholder group, which now holds four of the nine seats on Storer's board, said it wanted to maximize value for shareholders by selling the company's assets and distributing the proceeds.
Comcast Vice President and Treasurer Bernard Gallagher said yesterday his company's offer is financially superior to the KKR bid. He said Comcast is offering $7 a share more in cash $82 a share versus $75 a share and 20 percent more in securities [1.2 shares of preferred stock and 1.2 warrants a share versus 1 share of preferred stock and 1 warrant a share]. He said the offer is worth about $1,100 per cable subscriber.
"It is a very simple comparison," Gallagher said. "We intentionally tried to shape our offer so it was an apple-to-apple comparison. We have been looking at Storer for several months, and they have indicated they would accept better offers. . . . The industry is going through a period of consolidation, with larger companies being formed. We think there will be 10 or 12 significant cable television companies, and we would like to be one of the 12 operators."
Gallagher said Comcast, based in Bala Cynwyd, Pa., is unique in the cable industry because the company has reported improved revenue and cash flow in every quarter over the last 13 years. He said the key to the company's success has been a policy of "drawing the line" when deciding how much to bid for cable franchises.
Comcast had revenue in 1984 of $103 million, compared with $84.4 million in 1983, and net income of $12.2 million versus $9 million in 1983. In the first quarter of this year, the company had revenue of $27.7 million and net income of $2.8 million, against revenue of $23.8 million and net income of $2.2 million in the first quarter of 1984. Storer has lost $56.4 million in the last two years.
Comcast plans to finance the proposed acquisition through $900 million of bank financing (it has a commitment from a group led by Bank of Montreal) and $1.2 billion in guarantees from its financial adviser, Merrill Lynch. Merrill Lynch plans to raise the $1.2 billion from the sale of all of Storer's television stations and the sale of debentures. Comcast is willing to help finance the transaction by selling Storer TV stations in Boston, Detroit, Cleveland, Atlanta, Milwaukee, San Diego and Toledo, because the company is interested primarily in Storer's cable TV properties.
KKR,, which put together the previously approved bid for Storer, will receive a $20 million "breakup fee" if the Storer board decides instead to merge with Comcast.