By Liana B. Baker
Feb 11 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
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.