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Charter to name nominees for Time Warner Cable board as soon as
Tuesday: source
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[February 11, 2014]
By Liana B. Baker
(Reuters) — Charter Communications is planning to announce 13
nominees to Time Warner Cable Inc's board as soon as Tuesday,
setting the stage for a proxy fight with the larger cable operator,
according to a person familiar with the matter.
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 The 13 nominees, which would be a full slate to replace the entire
Time Warner Cable board, may be presented on Tuesday, the source
said. It was not immediately clear why Charter moved its
announcement of a slate to Tuesday from late Monday.
This would be 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.
Time Warner Cable's chief executive, Rob Marcus, has said the
company is only interested in an offer above $160 per share or in a
deal that drives more shareholder value than the company can create
on its own.
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 they would form a new board that could then
study Charter's bid for the company.
"If Time Warner Cable management refuses to negotiate on reasonable
terms, we believe Charter will likely secure the votes required to
win a proxy fight," said Jonathan Chaplin, a research analyst with
New Street Telco, in a research note
Representatives from Charter and Time Warner Cable declined to
comment.
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It was not yet clear whether Charter would raise its bid for Time
Warner Cable when it announces the slate. Charter has been
considering whether to raise its offer to the low $140s before or
after it nominates a slate.
Shares of Time Warner Cable closed up 0.3 percent at $135.70 on
Monday.
Charter is also in talks with No. 1 cable provider Comcast about
selling the company some of Time Warner Cable's markets such as New
York City, Reuters has reported.
(Reporting by Liana B. Baker; editing by Lisa Von Ahn and Leslie
Adler)
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