Investigation Overview
June 2, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Time Warner Cable Inc (NYSE:TWC), was announced concerning whether the takeover of Time Warner Cable Inc. by Charter Communications, Inc 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.
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.
On May 26, 2015, Charter Communications, Inc. (together with its subsidiaries 'Charter') and Time Warner Cable Inc. (NYSE: TWC) announced that they have entered into an agreement for Charter Communications to merge with Time Warner Cable. Charter Communications will provide $100.00 in cash and shares of a new public parent company (New Charter) equivalent to 0.5409 shares of CHTR for each Time Warner Cable share outstanding. The deal values each Time Warner Cable share at approximately $195.71 based on Charters market closing price on May 20, or approximately $200 based on Charters 60-trading day volume weighted average price.
However, given that at least one analyst has set the high target price for NYSE:TWC shares at $222 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.
Time Warner Cable Inc reported that its annual Total Revenue rose from over $22.12 billion in 2013 increased to over $22.81 billion in 2014 and that its respective Net Income increased from over $1.95 billion to over $2.03 billion.
Shares of Time Warner Cable Inc (NYSE:TWC) grew from $49.47 per share in May 2010 to as high as $172.21 per share on May 22, 2015.