Time Warner Explains Why It Rejected Bid as Fox Says No Current Talks

2012-13 REP Rupert Murdoch H

Since Murdoch joined Twitter on Dec. 31, the News Corp. CEO has amassed more than 211,000 followers while lobbing 140-character grenades at enemies near and far. Lately he has taken an interest in the U.S. presidential race.

UPDATED: Time Warner, led by CEO Jeff Bewkes, also comments on the approach from Rupert Murdoch's company and explains why it rejected its $80 billion offer.

Rupert Murdoch's 21st Century Fox on Wednesday confirmed and commented on its recent Time Warner takeover bid, which was rejected.

The company issued a statement on its $80 billion offer, which was reported earlier in the day.

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“21st Century Fox can confirm that we made a formal proposal to Time Warner last month to combine the two companies," Fox said in the statement. "The Time Warner board of directors declined to pursue our proposal." Added Fox: "We are not currently in any discussions with Time Warner."

The New York Times suggested that Murdoch wasn't ready to give up on the idea of a combination and could pursue it further.

About an hour later, Time Warner also commented on the offer, saying that Fox had proposed to acquire "all of the outstanding shares of the company for a combination of 1.531 of 21st Century Fox Class A non-voting common shares and $32.42 in cash per share."

"The Time Warner board, after consultation with its financial and legal advisors, determined that it was not in the best interests of Time Warner or its stockholders to accept the proposal or to pursue any discussions with 21st Century Fox," the entertainment conglomerate said. "The board is confident that continuing to execute its strategic plan will create significantly more value for the company and its stockholders and is superior to any proposal that 21st Century Fox is in a position to offer."

While later in the day, some observers suggested Time Warner could agree to a sale at $100 per share, or about $94 billion, the statement sounded like Time Warner was focused on remaining an independent company.

Time Warner in its statement also said its board felt, among other things, that "the execution of Time Warner’s strategic plan will continue to drive significant and sustainable value for Time Warner stockholders," that "the unique value of Time Warner’s industry-leading businesses including its portfolio of networks and its film studio and television production business is only going to increase" and that "there is significant risk and uncertainty as to the valuation of 21st Century Fox’s non-voting stock and Twenty-First Century Fox’s ability to govern and manage a combination of the size and scale of 21st Century Fox and Time Warner."   

Added TW: "There are considerable strategic, operational, and regulatory risks to executing a combination with 21st Century Fox."

Time Warner’s board also noted "the consistent track record of Time Warner’s proven management team in achieving superior returns, as well as completing a series of transactions to unlock value in related businesses, including the separation of AOL, Time Warner Cable, and Time Inc."

Concluded the statement: "Under its strategic plan, Time Warner has delivered a total shareholder return of more than 150 percent since 2008, almost tripling the return of the S&P 500 over the same period, as management has pursued a disciplined approach to position the company as a global leader in media and entertainment while managing its operations and capital structure to maximize shareholder returns."

Email: Georg.Szalai@THR.com
Twitter: @georgszalai