Charter Communications, the John Malone-backed cable distributor that has mounted a bid to take over larger rival Time Warner Cable, said Tuesday it would nominate slate of 13 directors to run the company that it would submit for election at TWC’s 2014 annual meeting.
The list consists largely of executives with backgrounds in consulting, private equity and European telecommunications. In media circles, the best known executives on the slate may be Lisa Gersh, a media-industry veteran who recently served as chief executive of Martha Stewart Living Omnimedia, and Marwan Fawaz, who was recently an executive vice president at Motorola Mobility. One of the nominees is James A. Chiddix, a former chief executive of interactive-TV concern Open TV and former chief technology officer at Time Warner Cable.
“It is clear from our meetings with Time Warner Cable shareholders that there is an overwhelming desire to combine these two companies to increase Time Warner Cable’s competitiveness, grow market share and create shareholder value. Now is the time for the current Board and management of Time Warner Cable to respond to their shareholders and work with us to complete a merger to the benefit of shareholders while minimizing their execution and market risks,” said Tom Rutledge, Charter’s president and CEO, in a prepared 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. Our purpose in this proxy contest is to enable shareholders of TWC to raise their voice, and to provide a very capable board who will hear them.”
The nomination is the latest in a series of aggressive maneuvers from Charter aimed at getting Time Warner Cable to capitulate and be subsumed by the smaller cable concern. Malone, the legendary builder of former cable empire TCI, has made remarks in recent months suggesting cable operators need to be more aggressive to survive in a fast-changing media landscape in which distribution of video by broadband is becoming more commonplace.
In January, Charter proposed purchasing Time Warner Cable for $132.50 a share. Time Warner Cable sought $160 a share.
Time Warner Cable dismissed Charter’s board as a tactic aimed at getting the company to accept an offer it deems too low. “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 Rob Marcus, Time Warner Cable’s chairman and CEO ” Our Board remains focused on maximizing shareholder value. We are confident in our strategic plan, which was detailed publicly on January 30, and we are not going to let Charter steal the company.”