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“TWC is a one-of-a-kind company.  We are the only large pure-play, non-family controlled cable operator in the United States, with 15 million customers in some of the country’s best markets.  We have an incredibly robust network, having invested almost $15 billion in CapEx since our separation from Time Warner Inc. in 2009.  We are continually enhancing the capacity of that network to support future growth and expansion of our product offerings, adding significantly faster data speeds and advanced multi-platform video offerings.  In short, we’re in a great business and confident we have the right assets, the right people and the right strategic plan to deliver great experiences to our customers and create significant value for our shareholders.  Our shareholders deserve to realize that value and benefit from the unique position of the company.”

Marcus continued, “Our job above all is to act in the best interests of our shareholders.  We are not seeking to sell the company, but consistent with what we have always said about maximizing shareholder value, on December 27 we made it clear to Charter that our Board is open to a transaction with Charter at a price of $160 per TWC share, consisting of $100 in cash and $60 per share of Charter common stock, subject to a symmetrical 20 percent collar to protect our shareholders on the value of Charter shares, which currently trade at a historically high multiple.  The $160 price represents a forward multiple of only approximately 8X.  We gave Charter our bottom line, but rather than pursuing this path, Charter has chosen to go public with its third low-ball offer trying to pressure TWC's Board into selling the Company at a grossly inadequate price."

N.J. Nicholas, Jr., the independent lead director of the TWC Board, added, “The Board takes very seriously its obligation to maximize shareholder value and, on that basis, we gave Charter our bottom line.  The Charter proposal doesn't come close to providing our shareholders with the kind of value and protections they should expect in a transaction.  In fact, it would transfer significant value from our shareholders to Charter shareholders, while dramatically increasing the risk profile for our shareholders.  As such, it is wholly inconsistent with the interests of our investors and our responsibilities as a Board.”

Morgan Stanley, Allen & Company and Citigroup are serving as financial advisors to Time Warner Cable, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is legal counsel.

About Time Warner Cable

Time Warner Cable

Investor Relations

Sard Verbinnen & Co.

 

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