COMCAST TRIES TO BREAK UP CBS-QVC MERGER WITH RIVAL BID

* Cable giant Comcast Corporation has decided to play spoiler in the planned merger of CBS and home shopping network QVC.

Comcast, one of the nation's largest cable service providers, announced a $2.2 billion, 11th-hour bid for QVC Inc. late Tuesday. That rivals the CBS Inc. offer, a complex deal involving cash and stock worth more than $2 billion.

The boards of CBS and QVC were to meet separately yesterday to consider the merger proposal.

CBS chairman Laurence Tisch was quoted yesterday in the New York Times as saying the Comcast offer had scuttled the merger. ``I think the merger discussion is at an end,'' Mr. Tisch said. ``Simple as that.''

QVC chief Barry Diller says QVC would consider the Comcast bid at its board meeting.

``All the ironies aside, I said at the outset that if someone else wanted to bid for QVC, we would, of course, deal with it,'' Diller said in a statement. ``And we will, with the only consideration being the best interests of the QVC shareholder.''

Comcast chairman Ralph Roberts and his son Brian Roberts, Comcast's president, told Diller in a letter that the CBS proposal to buy QVC ``represents a fundamental departure from our strategic view of the company's future.''

Brian Roberts says that the CBS merger would leave Philadelphia-based Comcast as a minority stockholder with no management role. Acquiring QVC, on the other hand, would get Comcast into programming.

Comcast's bid for QVC is a cash and stock combination worth $44 a share. CBS and QVC's proposal would pay QVC about $38 a share, and CBS shareholders would get nearly 54 percent of the new company's stock.

Under the CBS proposal, Tisch, whose family controls 20 percent of CBS, would stay on as chairman. Diller would replace him as chief executive and president and would essentially run CBS, a $3.5 billion concern that owns one of the four major broadcast TV networks.

The alliance between Tisch and Diller was announced two weeks ago. Before Comcast announced its hostile bid, analysts had expected the merger to be approved.

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