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Charter wants to take over Time Warner Cable's board to speed up buyout

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charter communications (from charter)
charter communications (from charter)

Charter Communications' hostile takeover attempt of Time Warner Cable (TWC) is going into full swing today as it begins a campaign to fully replace TWC's board of directors with its own selections. Charter has nominated 13 candidates to be elected to TWC's board, which Reuters reports will be up for election again at a shareholder meeting that will likely be held in May. If Charter can install its own supporters on the board, it would effectively force TWC to begin discussions about a potential buyout — a deal that it's rebuked so far.

"We are not going to let Charter steal the company."

"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," TWC CEO Rob Marcus says in a statement. TWC has shot down three Charter offers in the last seven months alone, all of which TWC has made clear were too low. "We are confident in our strategic plan ... and we are not going to let Charter steal the company."

Since its third bid for TWC was rebuffed, Charter has begun appealing directly to its competitor's shareholders with the hopes of winning them over. By nominating a full slate of board candidates, Charter has given those shareholders an easy way to vote for or against the potential buyout. "It is clear from our meetings with Time Warner Cable shareholders that there is an overwhelming desire to combine these two companies," Charter CEO Tom Rutledge says 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."

Even if Charter's board takeover is successful, it'll still have to convince the board that its deal is worth taking. Reuters previously reported that Charter is considering raising its buyout offer within the next few weeks, potentially into the low $140s per share, with $142.50 per share being one option discussed. That would be a large jump from Charter's most recent offer of a cash and stock mixture of just $132.50, though it would still fall far short of what TWC is looking for — between $150 to $160 per share. Charter has argued that news of its offer alone has built more value into TWC's stock and that a much higher offer shouldn't be necessary, though it's clear that TWC still isn't interested. As TWC puts it, its board "unanimously rejected [the offer] as grossly inadequate."

Charter now has pressure on TWC until May, and The Wall Street Journal reports that it's expected to continue its attempts at private negotiations for a deal up until then. It's an uphill battle for Charter, but it thinks now is an important time to expand and is bluntly moving forward with attempts to do so in spite of the strong opposition.