As expected, Charter proposes full slate of 13 nominees to take over TWC's board of directors as prospects mount for hostile takeover bid.

Alan Breznick, Cable/Video Practice Leader, Light Reading

February 11, 2014

3 Min Read
Charter Seeks to Replace TWC Board

Raising the stakes in its takeover bid for Time Warner Cable, Charter Communications has proposed a full slate of new directors for the TWC board. But TW Cable's management has once again rejected the move.

Charter Communications Inc. , which has been pressing Time Warner Cable Inc. (NYSE: TWC) to engage in serious merger negotiations for months, unveiled its 13 nominees to replace the entire TWC board in a press release Tuesday morning. Although the TW Cable annual meeting will not be held until later this year, Charter faced a Feb. 15 deadline to nominate new directors to the TWC board.

Most notably, Charter's lineup of 13 nominees includes TW Cable's former CTO Jim Chiddix and Charter's own former CTO Marwan Fawaz. Two other prominent, long-time cable executives on the list are former Virgin Media Inc. (Nasdaq: VMED) CFO Eamon O'Hare and former Cablecom CEO Bruno Claude.

In the press release, Charter CEO Tom Rutledge made it clear that his company is proposing the slate to bring TW Cable's management to the negotiating table:

  • It is clear from our meetings with Time Warner Cable shareholders that there is an overwhelming desire to combine these two companies to increase Time Warner Cable's competitiveness, grow market share, and create shareholder value. Our purpose in this proxy contest is to enable shareholders of TWC to raise their voice and to provide a very capable board who will hear them.

But, just as it has repeatedly done before, TW Cable's management quickly dismissed the latest Charter ploy. TWC CEO Rob Marcus said in his own prepared statement:

  • It is clear that Charter is nominating a slate of directors for the sole purpose of pressuring our Board into accepting the same lowball offer that it previously considered and unanimously rejected. Our board remains focused on maximizing shareholder value. We are confident in our strategic plan, which was detailed publicly on January 30, and we are not going to let Charter steal the company.(See TW Cable Strikes Back.)

In another notable gambit in the escalating proxy war between the second and fourth biggest US MSOs, Charter proposed that the size of TWC's board be fixed at its current 13 members. In addition, Charter wants TWC shareholders to "repeal any amendments to the bylaws that were adopted" by the TWC board without shareholder approval after July 26, 2012, the date of the last public amendment to the TWC bylaws.

Although some investors and industry analysts had thought that Charter might again raise the price of its takeover bid to woo TWC shareholders, the company made no move to do so on Tuesday. Instead, Charter is apparently standing pat on its third and latest offer of $132.50 per share in cash and Charter stock. TWC officials have said they won't accept anything less than $160 per share for their company's stock. (See Charter's $61.3B Bid for TWC Rebuffed Again.)

Charter also made no mention of its reported negotiations with Comcast Corp. (Nasdaq: CMCSA, CMCSK) to split the TW Cable's spoils if Charter's hostile takeover attempt succeeds. Under that proposed pact, Comcast would receive TWC's New York City, New England, and North Carolina cable system clusters in exchange for up to $16 billion in cash. (See Comcast May Join Charter Team.)

— Alan Breznick, Cable/Video Practice Leader, Light Reading

About the Author(s)

Alan Breznick

Cable/Video Practice Leader, Light Reading

Alan Breznick is a business editor and research analyst who has tracked the cable, broadband and video markets like an over-bred bloodhound for more than 20 years.

As a senior analyst at Light Reading's research arm, Heavy Reading, for six years, Alan authored numerous reports, columns, white papers and case studies, moderated dozens of webinars, and organized and hosted more than 15 -- count 'em --regional conferences on cable, broadband and IPTV technology topics. And all this while maintaining a summer job as an ostrich wrangler.

Before that, he was the founding editor of Light Reading Cable, transforming a monthly newsletter into a daily website. Prior to joining Light Reading, Alan was a broadband analyst for Kinetic Strategies and a contributing analyst for One Touch Intelligence.

He is based in the Toronto area, though is New York born and bred. Just ask, and he will take you on a power-walking tour of Manhattan, pointing out the tourist hotspots and the places that make up his personal timeline: The bench where he smoked his first pipe; the alley where he won his first fist fight. That kind of thing.

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