Comcast Corp. (CMCSA) shareholders, long skeptical of the company's interest in a big media transaction, may be more receptive to a deal now for NBC Universal because of the shifting media landscape and relatively small cash payment being asked of the cable giant.

According to people familiar with the deal, Comcast would be able to secure a majority stake in broadcasting giant NBC Universal from General Electric Co. (GE) in exchange for Comcast's content assets and cash - a total price tag that shareholders could find palatable.

Meanwhile, Comcast's huge distribution business faces long-term threats as TV networks find their own means of distribution on the web, so a larger hand in the content business could be essential for the company's future if it comes at the right price.

"There's a case that can be made that this could be an attractive deal," said John Shapiro, managing director of Chieftain Capital Management. "It's important that if Comcast makes a deal, they can come out and demonstrate to shareholders that it's a really a good deal."

Chieftain, with 29 million Comcast shares in its portfolio, is a long-time holder with a record of being critical of the cable giant. Early last year, the firm sent a letter to Comcast's board demanding that Chief Executive Brian Roberts step down, describing the company's management and board supervision as a "Comcastrophe" - playing off the company's advertising tagline of "Comcastic."

"We felt at the time that they were always too focused on growth rather than return on capital and cash flow," Shapiro said. "Since then, they've taken steps to rebuild a relationship with us, and they have very publicly gone in a different direction."

After Chieftain's critique in 2008, Comcast announced its first regular dividend in nearly a decade along with plans to buy back $6.9 billion in stock. It also scaled back executive compensation, and the company made its free cash flow a focus of its financial reports.

Still, its stock price has languished.

"There are overarching concerns about whether this company will make a big media acquisition, and that has definitely weighed on the stock," Shapiro said.

Shares of Comcast fell 12 cents to $15.55 after shedding 7.2% Thursday on the news. Over the past two years, the stock has lost more than a third of its value, even as Comcast's subscription business has grown despite the economic slowdown.

The company faces lingering skepticism from shareholders after its $50 billion bid to acquire Walt Disney Co. (DIS) in 2004 was panned by investors and ultimately abandoned. At its annual shareholder meeting last spring, a solid majority of its public holders voted in favor of abolishing the dual-class share structure that allows the Roberts family to keep control over the company.

Elsewhere, Time Warner Inc. (TWX) has been rewarded by the market for ending its marriage of content and distribution by fully spinning off its cable arm, Time Warner Cable Inc. (TWC), earlier this year. The company's chief executive, Jeff Bewkes, has acknowledged that the media industry has a record of growth-by-acquisition that has been long on hype and short on returns.

But Time Warner's ill-fated merger with AOL in 2000 came at the height of the dot-com bubble and when AOL was a Wall Street darling. This time, Comcast's NBC talks come amid recession, and the old media conglomerate has fallen out of favor as it grapples with structural problems.

"This is a good time to making purchases," Shapiro said, noting that Comcast's chief financial officer, Michael Angelakis, has a private equity background and looks at deals through a purely financial prism.

People familiar with the negotiations say that Comcast is talking about merging its own content assets with NBCU's to form a private company that's majority-owned by the cable giant, and Shapiro said that would be welcomed by Comcast holders who have struggled to put a value on its content portfolio.

"Such a deal could rationalize the content part of [Comcast's] business," said Shapiro. "So, there are a lot of questions here. The devil is in the details."

-By Nat Worden, Dow Jones Newswires; (212) 416-2472; nat.worden@dowjones.com