QVC board approves $46-a-share takeover


NEW YORK -- QVC Inc. approved a $46-per-share takeover of fer yesterday from Tele-Communications Inc. and Comcast Corp. that values the home shopping channel at about $2.53 billion.

After spending more than six hours yesterday analyzing and revising details of the deal, the QVC board accepted the all-cash offer for the 35 million shares not already held by Tele-Communications and Comcast. The companies had previously offered $44 a share. QVC has about 55 million shares outstanding.

The takeover is expected to be completed within 30 days.

Although the deal came together after Tele-Communications and Comcast sweetened their offer, the three weeks of negotiations have indicated that the once-friendly relationship between the chairman of QVC, Barry Diller, and the president of Comcast, Brian L. Roberts, has soured.

It was Comcast's offer for QVC in July that scuttled a merger that Mr. Diller had arranged between QVC and CBS Inc. That last-minute move by Mr. Roberts and Comcast not only derailed Mr. Diller's plan to become chief executive of CBS, but also resulted in a direct financial hit to Mr. Diller. Anticipating the CBS merger, he had a few days earlier waived his right to exercise a stock option for 1.6 million QVC shares at $37 each. When Comcast's takeover offer subsequently came through, sending QVC stock to $44, Mr. Diller was unable to realize a potential $11 million profit.

A person close to Mr. Diller said this missed opportunity, while relatively minor compared with the profit of some $100 million that Mr. Diller will take away from the QVC buyout, had been particularly nettlesome to the QVC chairman.

It is expected that Mr. Diller will leave QVC once it is acquired.

Mr. Roberts, while unwilling to comment on the details of the negotiations, said the QVC board's decision would allow Comcast to keep QVC a company focused on the home shopping business.

Under the agreement, Comcast will control 57.5 percent of QVC, while Tele-Communications' Liberty Media programming unit will own the other 42.5 percent.

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