Comcast Corp. made an unsolicited offer Sunday to buy AT&T‘s cable operation for $44.5 billion, plus the assumption of $13.5 billion in debt, in a stock deal that would create the nation’s biggest cable television company. For its part, AT&T emphasized that it has no plans to sell the cable operations.

AT&T is already the nation’s No. 1 cable provider, with approximately 16 million subscribers, though the company plans to sell systems with more than 2 million subscribers. Comcast is No. 3, with about 8.5 million customers, behind AOL Time Warner.

If Comcast ultimately prevails in its bid, such an acquisition would create a cable television giant serving about 22 million subscribers, or about one of every five homes in the United States. After spending about $90 billion to buy the cable powerhouses Tele-Communications Inc. and the MediaOne Group, AT&T said in 2000 that it intended to split into three separate companies with four separate stocks. Both companies are upgrading their systems to offer more TV channels and high-speed Internet access.

AT&T said that it would review Comcast’s proposal, but it reiterated its statement on Sunday that it has no intention of selling its cable business. Since AT&T announced its breakup plan, Comcast has privately tried to persuade AT&T to agree to merge the companies’ cable operations. AT&T has refused, perhaps fearful that Comcast would take charge of the combined business.

Under the terms of Comcast’s offer, AT&T’s stockholders would receive Comcast stock worth $12.60 for each share they already own. AT&T cable subscribers would probably see a more efficient operation if Comcast acquires AT&T’s cable operation, analysts said Monday. But those efficiencies might not translate into lower prices or enhanced programming.

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