Charter Nominates Alternative Slate of Time Warner Cable Board Members
Cable operator Charter Communications, in which John Malone's Liberty Media owns a 27.3 percent stake, on Tuesday unveiled a slate of 13 alternative director candidates for the board of Time Warner Cable, which it is looking to acquire.
Such moves typically are designed to put added pressure on a company that is being pursued for a takeover.
The slate Charter intends to nominate consists of: former OpenTV CEO Alan Chiddix, former Cablecom CEO Bruno Claude, Eton Park Capital Management founder Isaac Corre, former Charter chief technology officer Marwan Fawaz, Oxygen Media co-founder Lisa Gersh, Altice Group CEO Dexter Goei, Ally Financial chairman Franklin Hobbs, DelMorgan & Co. CEO Neil Morganbesser, former Virgin Media CFO Eamonn O'Hare, Oakridge Consulting president Michael Salvati, Hain Celestial Group founder Irwin Simon, Avalon Capital Partners president John Welsh III and operating partner of Huron Capital Partners David Peacock.
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TW Cable has rejected several takeover offers from Charter, led by CEO Tom Rutledge, as too low.
Charter on Tuesday unveiled 13 independent board candidates for election at TW Cable's upcoming annual meeting of shareholders.
The firm also proposed that shareholders amend by-laws "to fix the size of the board of directors at 13 members and to repeal any amendments to the by-laws that were adopted by the bard... without stockholder approval after July 26, 2012."
TW Cable chairman and CEO Rob Marcus responded: “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.”
Said Rutledge: "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."
Wall Street firm Nomura noted on Tuesday that three of the 13 nominees have sold companies to Liberty Global, a sister company of Liberty Media, which owns 27 percent of Charter. Also, according to Nomura, four of the nominees have been sellers of companies while six have banking and private equity experience.
On Tuesday, shares of Charter rose fractionally to $137.90 and shares of TWC were down 1 percent to $134.90.