Charter Communications on Tuesday said that it would nominate a full slate of directors to the board of Time Warner Cable, the most aggressive move yet in a slow moving takeover battle affecting the cable television industry.
The 13 nominees proposed by Charter are not the biggest names in the American media industry. The list does include Lisa Gersh, former president of Martha Stewart Living Omnimedia; and Marwan Fawaz, a former executive vice president of Motorola Mobility.
However several of the nominees come from backgrounds in the European media business, while others come from careers in consulting and private equity.
Charter, backed by the billionaire John Malone’s Liberty Media, said Time Warner Cable shareholders supported a deal between the two companies, though it made no mention of price.
Charter proposed to acquire Time Warner Cable for $132.50 a share last month. Time Warner Cable then said it would only consider a deal at $160 a share.
“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,†Tom Rutledge, Charter’s chief executive, said in a statement. “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.â€
With Time Warner Cable’s annual meeting approaching in the coming months, shareholders will now have to decide if they want to force in a new board that would be more receptive to a deal with Charter.
Time Warner Cable maintains that Charter’s bid undervalues the cable operator.
“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,†Rob Marcus, Time Warner Cable’s chief executive, said in a statement. “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.â€
Charter is also proposing that Time Warner Cable shareholders amend the company’s bylaws to fix the number of directors at 13 â€" preventing the company from adding more directors if Charter’s nominees are elected - and to repeal any amendments to the bylaws that were adopted by the board without shareholder approval over the last year.
In previous remarks, Charter has indicated it may raise its bid. But for now, it seems content to take its case to shareholders and test their appetite for a deal.
