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Charter makes $37.4 billion offer to purchase Time Warner Cable

Charter makes $37.4 billion offer to purchase Time Warner Cable


An open letter appeals to shareholders for support of lowball offer

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After two failed attempts to buy and merge with Time Warner Cable, Charter Communications placed a third offer today and began appealing to its competitor's shareholders with an open letter. While Charter is pushing to make a merger happen, it doesn't expect it to happen through an immediate acceptance of this latest bid. The offer is an intentional lowball: just $132.50 per share, according to The Wall Street Journal, when TWC was reportedly looking for between $150 to $160. The offer — reportedly totaling $37.4 billion in cash and stock — only slightly exceeds TWC's closing price today too, of $132.40

"We have a significant opportunity to put our companies together."

Charter argues that the offer is a fair one though, writing in a press release that TWC's share value has already been raised over interest in the deal. Rather than looking for a higher offer, Charter suggests that TWC look at the deal's long-term potential for shareholders when considering the bid. "I believe we have a significant opportunity to put our companies together in a way that will create maximum, long-term value for shareholders and employees of both companies," Charter CEO Thomas Rutledge writes in an open letter to TWC CEO Robert Marcus.

Rutledge knows that TWC isn't interested in his deal though, and believes it's time to address TWC's shareholders more directly. "Our objective was to talk to management and try to get them engaged," Rutledge tells Bloomberg News. "They have not, so we’re going to make our case to shareholders about why this deal is good for them and hope they ask management and the board to watch out for the interests of shareholders."

Rutledge writes in his letter that merging the companies will reduce overall costs, speed up growth, and offer tax advantages — all opportunities that shareholders would be glad to see. Both Charter's and TWC's stock are up year over year, with Charter closing today slightly above TWC. Though TWC is the larger business, Charter may be playing aggressive to get ahead of Comcast, which was previously reported to be in on the bidding war, potentially even as a partner to Charter. Charter will have major hurdles to address — TWC's management and board included — in order to make a deal happen though, but Rutledge will be ready should it come: "We are fully prepared to finalize a deal on an extremely expedited basis."