Charter and Time Warner Cable Extend the Election Deadline for TWC Stockholders to May 12, 2016
OREANDA-NEWS. April 21, 2016. Charter Communications, Inc. (Nasdaq: CHTR) (together with its subsidiaries, "Charter") and Time Warner Cable Inc. (NYSE: TWC) ("TWC") today announced that the election deadline for TWC stockholders to elect the form of consideration they wish to receive in exchange for each of their shares of TWC common stock in connection with the previously announced transactions between Charter and TWC (the "Charter-TWC transactions"), will be extended to 5:00 p.m., Eastern Time, on May 12, 2016 (the "Election Deadline"), unless further extended by Charter and TWC.
The closing of the Charter-TWC transactions remains subject to the satisfaction of all of the closing conditions thereto, including the receipt of required regulatory approvals, including from the Federal Communications Commission, the Department of Justice and the California Public Utilities Commission. The California Public Utilities Commission decision is currently expected as early as May 12, 2016. The Election Deadline may be further extended depending on the timing of the receipt of the regulatory approvals, satisfaction of the other remaining conditions and the closing. TWC and Charter will promptly announce any further extension(s) of the Election Deadline in a press release, on their websites and/or in a filing with the SEC.
TWC stockholders who have already conveyed an election need not submit another election form and may revoke or change a previously conveyed election prior to the Election Deadline pursuant to the procedures described in their election communications.
After the Election Deadline and until the consummation of the Charter-TWC transactions, TWC stockholders who have properly conveyed a valid election with respect to some or all of their shares of TWC common stock will not be able to transfer (including by sale) the shares for which such election was made. As a result, if TWC stockholders wish to retain the ability to transfer their shares of TWC common stock between the Election Deadline and the consummation of the Charter-TWC transactions, they should not convey an election, and as a result, by default, they will have the right to receive the "Option A consideration" when and if the Charter-TWC transactions are consummated.
If TWC stockholders wish to make an election, and in particular if they wish to receive the "Option B consideration," they are encouraged to convey their election before the Election Deadline following the procedures described in their election communications.
TWC stockholders who have questions regarding the election procedures, who want up-to-date information on the Election Deadline or who wish to obtain copies of the election materials may contact Georgeson Inc., the information agent, at +1 (866) 828-4305.
Charter (NASDAQ: CHTR) is a leading broadband communications company and the fourth-largest cable operator in the United States . Charter provides a full range of advanced broadband services, including Spectrum TV™ video entertainment programming, Spectrum Internet™ access, and Spectrum Voice™. Spectrum Business™ similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, business telephone, video and music entertainment services, and wireless backhaul. Charter's advertising sales and production services are sold under the Spectrum Reach™ brand. More information about Charter can be found at charter.com.
About Time Warner Cable
Time Warner Cable Inc. (NYSE: TWC) is among the largest providers of video, high-speed data and voice services in the United States , connecting 16 million customers to entertainment, information and each other. Time Warner Cable Business Class offers data, video and voice services to businesses of all sizes, cell tower backhaul services to wireless carriers and enterprise-class, cloud-enabled hosting, managed applications and services. Time Warner Cable Media, the advertising sales arm of Time Warner Cable, offers national, regional and local companies innovative advertising solutions. More information about the services of Time Warner Cable is available at www.twc.com, www.twcbc.com and www.twcmedia.com.
Important Information For Investors And Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction between TWC and Charter, Charter's subsidiary, CCH I, LLC ("New Charter"), filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 that includes a joint proxy statement of Charter and TWC that also constitutes a prospectus of New Charter (the "Joint Proxy Statement/Prospectus"). The registration statement was declared effective by the SEC on August 20, 2015, and Charter and TWC commenced mailing the definitive Joint Proxy Statement/Prospectus to their respective stockholders on or about August 20, 2015. On September 21, 2015, Charter's and TWC's respective stockholders each approved the merger agreement at their respective special meetings. INVESTORS AND SECURITY HOLDERS OF CHARTER AND TWC ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of the registration statement and the definitive Joint Proxy Statement/Prospectus and other documents filed with the SEC by Charter, New Charter or TWC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Charter or New Charter are or will be available free of charge on Charter's website at http://www.charter.com, in the "Investor & News Center" near the bottom of the page, or by contacting Charter's Investor Relations Department at 203-905-7955. Copies of the documents filed with the SEC by TWC are or will be available free of charge on TWC's website at http://ir.timewarnercable.com or by contacting TWC's Investor Relations Department at 877-446-3689.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed transactions between Charter and TWC, including any statements regarding the expected timetable for completing the transactions, benefits and synergies of the transactions, future opportunities for the respective companies and products, and any other statements regarding Charter's and TWC's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are often, but not always, made through the use of words or phrases such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "on track," "target," "opportunity," "tentative," "positioning," "designed," "create," "predict," "project," "seek," "would," "could", "potential," "continue," "ongoing," "upside," "increases," and "potential," and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the timing to consummate the proposed transactions; the risk that a condition to closing the proposed transactions may not be satisfied; the risk that a regulatory approval that may be required for the proposed transactions is not obtained or is obtained subject to conditions that are not anticipated; Charter's ability to achieve the synergies and value creation contemplated by the proposed transactions; Charter's ability to promptly, efficiently and effectively integrate acquired operations into its own operations; and the diversion of management time on transaction-related issues. Additional information concerning these and other factors can be found in Charter's and TWC's respective filings with the SEC, including Charter's and TWC's most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Charter and TWC assume no obligation to update any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.