Charter to nominate new board of directors for Time Warner Cable

Having failed in its initial effort to buy Time Warner Cable, Charter Communications now wants to take over the company’s board of directors.

On Tuesday Charter announced a slate of directors it will nominate to Time Warner Cable’s board at its annual meeting later this year. The 13 nominees include James Chiddix, a former chief technology officer for Time Warner Cable and Lisa Gersh, former president of Martha Stewart Living Omnimedia and Oxygen Media.

The hostile move comes about a month after Time Warner Cable rejected Charter’s unsolicited offer of $132.50 a share and sets up a proxy fight for the company.


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“It is clear from our meetings with Time Warner Cable shareholders that there is an overwhelming desire to combine these two companies, said Charter Chief Executive Tom Rutledge in a statement. “We are nominating a full slate of highly qualified, independent directors to elect to the Time Warner Cable Board and believe that stockholders will use this opportunity to express their views.”

Time Warner Cable, which has said it would entertain talks to sell, but not for less than $160 a share, dismissed Charter’s latest maneuver.

“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,” said Time Warner Cable Chief Executive Rob Marcus. “We are not going to let Charter steal the company.”

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Time Warner Cable is one of the nation’s biggest pay-TV distributors and its markets include New York and Los Angeles. Charter is much smaller but its investors include Liberty Media, whose chairman is cable mogul John Malone.

Although industry analysts think a bid north of $140 a share could bring Time Warner Cable to the table, Charter has not indicated any desire to date to raise its present offer. It also has been very critical of Time Warner Cable and its management.

Time Warner Cable has “failed to be a competitive company,” Charter Chief Operating Officer John Bickham told analysts last month.

Other executives Charter plans to nominate include its former technology chief Marwan Fawaz and David A. Peacock, a former president of Anheuser-Busch.


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Follow Joe Flint on Twitter @JBFlint.