Charter Urges TWC Shareholders to Reject Comcast Deal

Charter Communications Inc. is formally urging Time Warner Cable Inc.'s shareholders to reject the $45.2 billion buyout agreement the company reached last month with Comcast Corp.

Charter, which approached Time Warner Cable about a deal multiple times beginning last May, argued in a regulatory filing that the Comcast agreement poses a high regulatory risk, has a high risk of delay and was arrived at via a flawed process.

A representative from Time Warner Cable responded to Charter's filing by saying, "We are fully committed to our merger with Comcast, which we believe is in the best interests of shareholders." A representative from Comcast declined to comment.

Months of off-and-on negotiations led to Comcast's all-stock agreement to buy Time Warner Cable in mid-February, a deal that would combine the nation's two biggest cable operators and thwarted Charter's monthslong pursuit.

Specifically, Charter argued the Comcast deal is subject to a high degree of regulatory risk, adding it is "difficult to imagine a transaction that could concentrate the industry more," as Comcast would control nearly 40% of the broadband market after the deal.

In addition, the company alleged the deal could drag on to the third quarter of 2015 and then could still fail to close, hurting Time Warner Cable's relationships with suppliers, customers and other business partners.

Charter alleged Time Warner Cable's board refused to meaningfully engage with it on a potential business combination even after deciding to pursue a deal with Comcast. It also agreed to limit its own ability to consider any competing bid or to provide bidders with the due diligence, Charter said.

Meanwhile, Charter noted the value of the offer has declined based on Comcast's sliding stock price, which is off about 13% since the deal was unveiled. It argued the deal fails to address Comcast's Class B shares, which won't be diluted, and doesn't address divestitures, which may be discounted to some degree.

Charter is the fourth-largest cable operator in the U.S. and its biggest shareholder is Liberty Media Corp., whose chairman is cable pioneer John Malone. The company made its arguments in a filing to solicit proxies from Time Warner Cable shareholders in opposition to the deal.

Write to Lauren Pollock at [e-mail]

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