After repeated rebuffs, Charter Communications on Monday went straight to Time Warner Cable shareholders with a fresh $61 billion cash-and-stock bid in hopes of pressuring executives to restart negotiations.
The threat of a proxy battle, however, was immediately dismissed by top executives of Time Warner Cable, which said the offer was still too low for the nation’s second-largest cable operator.
The prolonged merger battle has until now been largely negotiated in secret, with executives flying back and forth to hash out financial details. But they were at a stalemate over the final price tag, which Time Warner Cable said is about $30 a share too low. The fierce negotiations revealed a scramble by the industry’s biggest companies to gain stronger footholds in a dramatically transforming television business.
Cable firms have lost television subscribers to cheaper or free Internet services such as Hulu and Netflix. Time Warner Cable announced last month that it lost 215,000 video subscribers in the fourth quarter of 2013 but added 55,000 broadband Internet subscribers.
Analysts say the greatest value for cable companies in future years is their growing broadband businesses. Charter has said it wants to bulk up to better compete with competitors. Cable giants such as Comcast and Time Warner Cable have virtual monopolies on the last-mile pipes that feed Internet service into American homes. Most of their revenues still come from television subscribers. By combining forces with Time Warner Cable, Charter can better negotiate for lower programming rates from media companies such as NBC Universal, Viacom and Walt Disney, which owns ABC, analysts say.
Charter’s proposed stock-and-cash bid is at around the stock market valuation of Time Warner Cable, which closed Monday at $132.40 a share, down 0.7 percent.
“Because Time Warner Cable’s stock has run up on widespread shareholder endorsement of a deal to the point where the premium is already reflected in the share price, Time Warner Cable’s response led Charter to determine there is no genuine intent from Time Warner Cable’s management and board of directors to engage in a merger agreement, and that it is prudent to bring the matter to shareholders directly,” Charter said in a statement.
Time Warner Cable serves the New York tri-state area. Charter, based in Stamford, Conn., is majority-owned by Liberty Media and serves 29 states including California and parts of the Midwest and South.
Time Warner Cable said Monday that its board immediately rejected the new offer. “Charter’s latest proposal is a non-starter,” chief executive Rob Marcus said in a statement.
“Charter’s latest proposal is a non-starter,” said Time Warner Cable Chief Executive Officer Rob Marcus in a statement. “Indeed, our high-quality assets, unique scale, synergy potential, growth opportunities and strong financial position should command a premium valuation compared to precedent transactions, not the discount offered by Charter.”
Charter chief executive Tom Rutledge on Monday wrote to Marcus informing him of the company’s new offer to shareholders but saying he prefers that the executives restart negotiations instead.
Charter said it already has the financing in line to complete its offer of $61 billion. Charter will hold a call with shareholders Tuesday afternoon to discuss the bid.
“The financing to complete this transaction is fully negotiated, and we can be in a position to sign commitment letters in a matter of days,” Rutledge told Marcus.
Analysts say the deal wouldn’t be blocked by regulators because the companies don’t serve overlapping regions. Comcast and Cox Communications may also be interested in acquiring all or portions of Time Warner Cable, analysts have speculated. It would be more difficult for Comcast to gain the blessing of regulators for another merger because it closed a mega media acquisition of NBC Universal just three years ago.
“We doubt the FCC [Federal Communications Commission] or DOJ [Justice Department] would be troubled by the merger of Charter and Time Warner Cable, or any two pure cable operators,” said Paul Gallant, an analyst at Guggenheim Securities wrote in a research note. “The reason is they don’t compete with each other, so there is no loss of competition in the pay TV or broadband markets.”
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