Comcast Corp. (CMCSA), the biggest U.S. cable operator, Wednesday launched a surprise bid to buy Walt Disney Co. (DIS) for more than $54 billion, in a deal that would create the world's largest media company by revenue.

The unsolicited offer, which Comcast said it launched after Disney refused to enter into talks, increases the pressure on Disney Chief Executive Michael Eisner (search), who has been fending off an attack by founding family shareholders bent on oustr saying it was "unfortunate" the Disney chief had rejected friendly merger talks.

"Given this, the only way for us to proceed is to make a public proposal directly to you and your board," Roberts said.

Merrill Lynch analyst Jessica Reif Cohen called the proposed merger a "perfect, brilliant combination," noting Comcast's ability to squeeze value from previous buys and the matchup of Comcast's distribution network and Disney's entertainment programming.

But she cut her rating on Comcast to "neutral" from "buy," saying its bid was probably only an opening salvo and its shares would be under pressure.

If successful, the deal would pit Comcast, which has 21 million cable subscribers, against Time Warner Inc. (TWX) and News Corp. (NWS) as media conglomerates. On a combined basis, Disney and Comcast would have had 2003 revenues of $46 billion, topping the nearly $40 billion recorded by Time Warner.

News Corp. is the parent company of the Fox News Channel, which operates FOXNews.com.

Disney said its board would evaluate the offer, but told its shareholders to take no action in the meantime.

Disney on Wednesday also reported earnings for its fiscal first quarter ended in December rose nearly 20-fold, to $688 million from $36 million a year earlier, driven by its industry-leading studio performance.

Disney has been stung recently by its failure to renew a key contract with animated filmmaker Pixar Animation Studios Inc., the maker of hit films "Finding Nemo" and "Toy Story," and by the criticism of former directors Roy Disney and Stanley Gold, who accuse Eisner of mismanaging the company over the past decade.

Comcast proposed exchanging 0.78 of a Comcast class A share for each Disney share, which valued Disney at $26.47 a share, a 10 percent premium over Disney's share price, based on Tuesday's closing share prices. Comcast valued the deal at $66 billion, including the assumption of $11.9 billion in debt.

"I think Disney is worth a lot more money," said Knox Fuqua, fund manager at the AAM Equity Fund, which owns Disney shares.

Timothy Ghriskey, portfolio manager with Ghriskey Capital Partners, said, "One would have to think that the Comcast bid would have to be raised significantly to get this deal done, given the lack of much premium in the current bid and a still somewhat depressed Disney stock price."

Roy Disney (search), the nephew of company founder Walt Disney, declined to comment on the Comcast offer, which was made independently of his anti-Eisner campaign, a spokesman said.

Roy Disney has been lobbying institutional shareholders to vote against the reelection of Eisner and three other directors at the upcoming shareholders meeting on March 3.

Disney has fought back with a public campaign of its own, citing the film studio's No. 1 box office performance last year and its expectation for growth in earnings per share at least 30 percent this fiscal year.

A Disney meeting for institutional investors and analysts is set to begin on Wednesday in Orlando, Florida.

Comcast had used a similar "bear hug" campaign in July 2001, when it launched an unsolicited proposal to buy AT&T Corp.'s cable assets, then known as AT&T Broadband. Over a year later, it successfully closed that deal for about $40 billion.

Comcast's cable systems are headed by Stephen Burke, a former Disney executive who was president of ABC's television stations group and president of Euro Disney.

Comcast is being advised by Morgan Stanley, JPMorgan, quadrangle Group and Rohatyn Associates.

Shares of Disney rose $3.50 to $27.58 on the New York Stock Exchange (search). Shares of Comcast fell $2.66, or 7.8 pct, $31.27.