Time Warner is girding to fight Murdoch’s takeover offer

Time Warner, known for its sterling assets such as HBO, CNN and Warner Bros. movie and television studio, is being pursued by Rupert Murdoch.
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Time Warner Chairman and Chief Executive Jeff Bewkes is in an uncomfortable position: The cross hairs of Rupert Murdoch.

For the last six years, Bewkes has presided over Time Warner, a genteel media company known for its sterling assets such as HBO, CNN and Warner Bros. movie and television studio. He has also systematically shed problematic assets, including AOL and magazine unit Time Inc.

The reshaping of Time Warner made the company more lean but inadvertently made it a perfect takeover target. And now Murdoch and his 21st Century Fox team are banging on the door.


“Time Warner will turn hostile and do everything in its power to prevent being taken over,” predicted longtime media analyst Hal Vogel. “But if Rupert gets obsessed about having to buy Time Warner, and he does tend to get obsessed about these things, then he will end up overpaying.”

Bewkes and other board members turned down Fox’s $80-billion cash-and-stock offer. The company said it had no interest in pursuing discussions with Fox, calling its offer too low and questioning whether Fox’s management was up to the task of leading such a huge conglomerate.

He said in a video message delivered to employees on the company’s website that the board was unified in its belief that Time Warner would be stronger and more profitable on its own. He said the company was executing on its business plan, which was “superior to any proposal that Fox is in a position to offer.”

But Time Warner is still girding for battle.

Nervous executives huddled in meetings in New York and Burbank on Thursday. Top management is “very resolved” to fend off Murdoch’s advances, according to a Time Warner executive who asked not to be identified discussing strategy.

Analysts are not so certain that’s the case. Wall Street clearly expects Fox to sweeten its offer. Shares of Time Warner jumped for the second straight day on Thursday, and are now up 21% at $86.12 since Fox’s offer became public.

Murdoch might even be willing to go as high as $100 a share, according to Wells Fargo Securities senior analyst Marci Ryvicker. That would place the deal’s value at $91 billion.


The key question, according to veteran media analyst Michael Nathanson, is: “At what price is 21st Century Fox willing to walk away?”

The answer is not clear. Fox executives plan to be disciplined in their pursuit of Time Warner, according to people familiar with the company’s strategy.

Fox’s stock closed down 23 cents at $32.77 on Thursday. But the stock hasn’t collapsed, which the company takes as an encouraging sign that investors are supporting the takeover attempt.

Longtime observers point to Murdoch’s pursuit of Wall Street Journal publisher Dow Jones & Co. as an example of the mogul’s tenacity. Initially, the owners rebuffed Murdoch until the money — at $5.6 billion — became too good to pass up.

“Time Warner will try to resist or just extract the highest price possible,” Vogel said. He placed the odds at about 50/50 as to whether Fox would prevail.

Several analysts wondered whether some other deep-pocketed bidder, such as Google Inc., might jump into the fray and make a bid for Time Warner.


Fox appears to be counting on investors to pressure Time Warner to accept a deal.

One reason for Fox’s optimism: About 70% of Time Warner’s shareholders also own Fox stock. Fox could use its connections with many big institutional investors to lobby for a deal.

Time Warner executives, particularly in the film business, fretted about a possible Fox takeover. Analysts have said that $1 billion to $2 billion could be saved by eliminating overlapping functions throughout the combined entity.

Warner Bros.’ film studio is the largest in Hollywood, and known for spending more freely than competitors. 20th Century Fox, in contrast, maintains a reputation for being more tightfisted.

However, it is believed that the two studios would operate independently, at least, in the initial years.

Warner Bros. traditionally finishes No. 1 or No. 2 in the domestic box office market share. Last year, its films accounted for about 17% of the domestic box office, according to an analysis by the research firm MoffettNathanson. Fox films represented 11% of the market.

Buoyed by the strong performance of films including “X-Men: Days of Future Past” and “The Fault in Our Stars,” 20th Century Fox is No. 1 in domestic box office market share this year, according to data from entertainment analytics firm Rentrak. Warner Bros. is No. 2.


Both studios have had their share of recent hits and disappointments. Warner Bros. can count “The Lego Movie” and “Godzilla” as successes, but it fared poorly with summer movies including “Blended” and “Jersey Boys.”

Bill Gerber, who has a production deal at Warner Bros., said he doesn’t believe a Fox takeover is “a foregone conclusion.”

“I don’t think people feel that consolidation is inevitable, but I think people are very concerned about it and want to know what’s going to happen to them in the event of a merger,” said Gerber, who produced last year’s “Grudge Match” and served as Warner Bros.’ worldwide president of theatrical production in the mid-1990s.

Gerber said that “Bewkes is up to the challenge” of fending off Fox.

If the two companies were to combine, Fox would control the output of more than a third of all scripted shows on the major broadcast networks.

20th Century Fox Television studio, which produces such hits as “Modern Family” and “Family Guy” is currently producing 20 prime-time shows for the major networks. Warner Bros., traditionally the most profitable TV studio with such hits as “Big Bang Theory,” is producing 28 prime-time shows for the upcoming season.

The combined company would have a fleet of profitable cable channels, including Fox News, FX, TNT, TBS and Fox’s sports channels. Murdoch has said it would sell Time Warner’s cable news channel CNN to make the deal more palatable to regulators and lawmakers.