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Federal regulators are expected within days to clear Comcast Corp.’s $30 billion acquisition of AT&T Broadband, concluding an antitrust review that has dragged on for nearly 11 months. Sources and antitrust experts said the Department of Justice’s antitrust division and the Federal Communications Commission are close to wrapping up their separate reviews. The agencies are expected to announce their decisions on the same day, which could be early as this week. The FCC’s self-imposed 180-day clock for reviewing the transaction lapsed Tuesday. Sources said the matter is before the four commissioners, who must decide whether to permit the deal without any restrictions or condition their approval on some minor conduct remedies. But Blair Levin, an analyst at Legg Mason Inc. in Washington, said he expects both agencies to clear the merger without any conditions. He noted that FCC Chairman Michael Powell has previously criticized using mergers as a way to impose policy changes, such as the commission did in requiring AOL Time Warner Inc. to open its cable systems to broadband competition to win merger approval. The Justice Department must issue its decision either along with or before the FCC because the antitrust division permitted the mandatory federal stay preventing the companies from closing the deal to lapse in September. The antitrust division was not concerned about expiration of the Hart-Scott-Rodino Act stay because the companies could not close the deal until the FCC acted. This gave the Justice Department more time to conduct its review. But it also means the companies are free to close the deal immediately after the FCC clears the transaction. As such, sources said the antitrust division will conclude its investigation prior to the FCC action. Comcast and AT&T Broadband parent AT&T Corp. have been setting the stage for the past few weeks to conclude the deal by meeting frequently with senior FCC officials, according to disclosure forms filed with the agency. For instance, they communicated with the FCC every business day from Oct. 24 to Nov. 1, the last day that records are available. Topics include how the companies plan to isolate AT&T’s interest in Time Warner Entertainment pending its sale and whether the deal would result in greater industry “clustering,” which happens when neighboring cable systems share operational and marketing assets. The clustering issue appears to have been a significant topic of concern recently as the companies try to consummate the transaction. Comcast and AT&T also have been preparing investors. On Oct. 30, AT&T announced an exchange ratio for its debt holders to exchange their notes for new notes. It extended the exchange period Monday to Friday and made it easier for those with small chunks of debt to participate. The companies on Oct. 31 notified the New York Stock Exchange that AT&T could conduct its spinoff of AT&T Broadband as early as Friday and that shareholders of record as of today could participate in the stock split. “The spin off … would immediately precede the merger of AT&T Broadband with a wholly owned subsidiary of AT&T Comcast, and their shareholders will become shareholders of AT&T Comcast,” the companies said in a statement. Comcast and AT&T added that they plan to close their merger as soon as they secure regulatory approval. In the meantime, the companies are moving ahead with business. On Tuesday, Newton, Mass.-based Galaxy Internet Services said it reached a deal with AT&T Broadband to offer high-speed Internet service through AT&T’s systems in Massachusetts and New Hampshire. Philadelphia-based Comcast agreed Dec. 19 to acquire AT&T Broadband from New York-based AT&T. The deal was initially valued at $72 billion. Each Comcast share will be swapped for a share in the combined company. AT&T shareholders will exchange each of their shares for 0.34 shares of AT&T Comcast. Copyright �2002 TDD, LLC. All rights reserved.

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