updated 2/17/2004 3:15:45 PM ET 2004-02-17T20:15:45

The board of directors for The Walt Disney Company on Monday rejected a takeover bid by cable television giant Comcast Corp., officials said. The board noted that the current amount to acquire Disney by swapping shares of both companies would undervalue Disney's holdings.

"We are committed to creating shareholder value now and in the future and will carefully consider any legitimate proposal that would accomplish that objective," a statement released Monday by the Disney board read.

"In any proposal by Comcast, or any other company, the board will consider and assess the value to be received in exchange for the shares of Disney, and also the appropriate premium to reflect the full value of Disney.

The statement added that the board "has confidence in the business, financial and creative direction of Disney under the leadership of Michael Eisner and his management team."

Comcast made the surprise bid for Disney on Wednesday hours before the entertainment company was set to announce strong first quarter earnings.

The bid was initially valued at $54 billion, but investors jacked up the price of Disney stock beyond the Comcast offer. Comcast also said it would assume $11.9 billion in debt from Disney, which also owns ESPN, movie studios and theme parks.

In its statement Monday, Disney's board of directors said that .78 of a share of Comcast is selling in the market for $3.60 less than the market price of a share of Disney.

"The deficit of value in Comcast's proposal has existed from the very first day after Comcast announced it, when the deficit was $3.24 per Disney share or a total of $6.6 billion," the statement read.

Disney and Comcast together had $45 billion in revenues last year. If a deal had been reached to combine the companies, they would edge out Time Warner, which had $39.6 billion in revenues last year.

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