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Charter fights Time Warner-Comcast merger

Warns shareholders on deal

WASHINGTON — Charter Communications, which was rebuffed last year when it proposed a merger with Time Warner Cable, then lost out to Comcast in a bidding competition for the cable company, is urging the Time Warner Cable shareholders to reject the $45 billion deal with Comcast.

In a proxy statement filed Friday with the Securities and Exchange Commission, Charter said the risk of regulatory rejection of the merger, combined with probable delays and their associated costs to Time Warner Cable shareholders of the Comcast merger, made it in their interest to turn down the deal, announced on Feb. 13.

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The board of directors of Time Warner Cable also failed to adequately consider a competing offer and willingness to negotiate from Charter, the company said. Charter said its offer was “in the low $130s per share range,” including $83 a share in cash. Time Warner Cable agreed to merge with Comcast in an all-stock transaction that was worth about $141 a share based on Thursday’s closing stock prices.

“From the regulatory perspective, it is difficult to imagine a transaction that could concentrate the industry more than the proposed Comcast merger,” Charter said in its SEC filing.

“Notwithstanding the likelihood of a regulatory opposition to the deal, the merger agreement contains no regulatory breakup fee, giving Comcast no incentive to seek solutions” beyond the limited commitments it made to divest 3 million Time Warner customers and to extend to Time Warner assets the conditions it agreed to when it acquired NBC Universal in 2011.

In a statement, Time Warner Cable said: “We are fully committed to our merger with Comcast, which we believe is in the best interests of shareholders.”

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