UPDATE 2-Charter names board nominees to Time Warner Cable, begins proxy battle

Tue Feb 11, 2014 10:52am EST

By Liana B. Baker

Feb 11 (Reuters) - Charter Communications Inc upped its pressure on Time Warner Cable to accept its $37.3 billion hostile takeover bid for Time Warner Cable by announcing a slate of 13 nominees to the larger cable operator's board on Tuesday.

The nominations are Charter's latest move to try to acquire Time Warner Cable after its offer of $132.50 per share was rejected for being too low in mid-January. Charter has been considering whether to raise its offer to the low $140s, Reuters has previously reported, but did not make any mention of a higher offer on Tuesday.

Brean Capital analyst Todd Mitchell said he expected the company to make a higher offer with its slate, because he said it will be hard for shareholders to back these nominees without the money behind a higher bid.

"I don't understand how this will work logistically unless they have overwhelming support from the shareholders," Mitchell said. "I don't understand from a tactical perspective what this accomplishes without a higher bid."

One Time Warner Cable shareholder who was not authorized to talk to the media said the slate was a step in the right direction because it showed Charter is committed to winning Time Warner Cable. But the person said the nominees do not stand out more than Time Warner Cable's current board, and investors will want to see a higher offer before they support the nominees.

The nominees include Lisa Gersh, former president and CEO of Martha Stewart Living Omnimedia Inc ; Marwan Fawaz, a former Motorola Mobility executive and Eamonn O'Hare, a former chief financial officer at Virgin Media.

Some of the members with cable experience are Bruno Claude, a former president and CEO of Swiss cable company's Cablecom and Jim Chiddix, a retired chief technology offer at Time Warner Cable who was also chairman and CEO of Open TV.

"Now is the time for the current Board and management of Time Warner Cable to respond to their shareholders and work with us to complete a merger to the benefit of shareholders while minimizing their execution and market risks," said Charter CEO Tom Rutledge in a statement.

Rutledge added that "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."

In response, Time Warner Cable CEO Rob Marcus said in a 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."

Marcus added that the company is confident in the strategic planned it unveiled Jan. 30 and "we are not going to let Charter steal the company."

The one-month window to nominate a new slate expires in mid-February for Time Warner Cable's upcoming annual shareholder meeting, expected in May. The new directors would have to be voted in by shareholders before forming a new board that could study Charter's bid for the company.

Time Warner Cable shares were down 12 cents or 0.1 percent at $135.57 on Tuesday while Charter shares rose $1.58 to 1.13 percent to $139.20.

Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.