Charter Nominates Full Slate Of Independent Directors To Time Warner Cable Board

(RTTNews) - Cable operator Charter Communications Inc. (CHTR) announced Tuesday that it has provided formal notice to Time Warner Cable Inc. (TWC) of its nomination of a full slate of 13 independent candidates for election to Time Warner Cable's Board of Directors at its 2014 Annual Meeting.

In addition, Charter also proposed that the shareholders amend Time Warner Cable's by-laws to fix the size of the board of directors at thirteen members and to repeal any amendments to the by-laws that were adopted by the Board of Directors of Time Warner Cable without stockholder approval after July 26, 2012.

"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 Chief Executive Officer.

Charter stated that its 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.

Responding to the notice of Charter Communications, Time Warner Cable said that Charter is nominating a slate of directors for the sole purpose of pressuring TWC's Board into accepting the same lowball offer that was unanimously rejected by TWC.

Time Warner Cable noted that it is confident in its strategic plan, which was detailed publicly on January 30, and it is not going to let Charter steal the company.

Rob Marcus, Time Warner Cable's Chairman and Chief Executive Officer, said, 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. 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."

Charter previously made a proposal to acquire Time Warner Cable for $82.54 in cash and 0.372 CHTR share per TWC share, which was unanimously rejected as grossly inadequate by Time Warner Cable's Board of Directors.