Charter Offers Slate of Candidates to Replace Time Warner Cable Board

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Cable operator Charter Communications Inc. (NASDAQ: CHTR) said Tuesday morning that it has given formal notice to Time Warner Cable Inc. (NYSE: TWC) of its nomination of 13 independent candidates for Time Warner’s board of directors, replacing all the company’s current directors.

Charter currently has an offer on the table for Time Warner at $132.50 a share, far below the $160 per share that Time Warner has said is its lower limit. In response to Charter’s board nominations, Time Warner’s CEO said:

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. 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.

On Charter’s behalf, the CEO had this to say:

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. 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.

We noted last week a report that Charter has been discussing a bid of $142.50 per share for Time Warner as a result of those meetings with the company’s shareholders. Charter has also been talking with Comcast Corp. (NASDAQ: CMCSA) about acquiring some of Time Warner’s assets if Charter can get the deal done.

Shares of Time Warner were down about 0.4% mid-day Tuesday, at $135.22 in a 52-week range of $84.57 to $139.85.

Charter shares were up about 0.5%, at $138.14 in a 52-week range of $76.19 to $144.02.