Investigation Overview
February 13, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Time Warner Cable Inc (NYSE:TWC) shares, was announced concerning whether the takeover of Time Warner Cable by Comcast Corporation for a value of approximately $158.82 per share is unfair to NYSE:TWC stockholders.
The investigation by a law firm concerns whether certain officers and directors of Time Warner Cable Inc breached their fiduciary duties owed to NYSE:TWC investors in connection with the proposed acquisition.
On January 13, 2014, Time Warner Cable Inc announced that it received in a generally proposal from Charter Communications to acquire as Time Warner Cable Inc in the low $130s. Time Warner Cable Inc said that based on an interview with the CEO of Charter Communications a report stated that the offer was for $132.50, consisting of $83.00 in cash and $49.50 in Charter Communications stock. Time Warner Cable Inc said that Charter Communications had previously offered cash and stock nominally valued at approximately $114 in June and approximately$127 in October. Time Warner Cable Inc said it rejected the offers by Charter Communications.
Then on February 13, 2014, Comcast Corporation and Time Warner Cable announced that their Boards of Directors have approved an agreement for Time Warner Cable to merge with Comcast. Under the terms of the agreement each Time Warner Cable share will be exchanged for 2.875 shares of CMCSA, equal to Time Warner Cable shareholders owning approximately 23 percent of Comcasts common stock, with a value to Time Warner Cable shareholders of approximately $158.82 per share based on the last closing price of Comcast shares.
However, given that at least one analyst has set the high target price for NYSE:TWC shares at $165.00 per share, the investigation concerns whether the offer is unfair to NYSE:TWC stockholders. More specifically, the investigation concerns whether the Time Warner Cable Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Furthermore, Time Warner Cable Inc reported that its annual Total Revenue rose from over $17.86 billion in 2009 to over $21.38 billion in 2012 and its respective Net Income increased from over $1.07 billion to over $2.15 billion. In addition, shares of Time Warner Cable Inc (NYSE:TWC) grew from $29.11 per share in July 2009 to as high as $138.22 per share in November 2013.
On February 13, 2014, NYSE:TWC shares closed at $144.81 per share.