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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
This discussion of the information and factors considered by the Charter board of directors in reaching its conclusions and recommendation includes the principal factors considered by the Charter board of directors, but is not intended to be exhaustive and may not include all of the factors considered by the Charter board of directors. In view of the wide variety of factors considered in connection with its evaluation of the transactions and the other transactions contemplated by the transaction agreements, and the complexity of these matters, the Charter board of directors did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the transaction agreements and the transactions and to make its recommendation to Charter stockholders. Rather, the Charter board of directors viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including its discussions with, and questioning of, members of Charters management and outside legal and financial advisors. In addition, individual members of the Charter board of directors may have assigned different weights to different factors.
Certain of Charters directors and executive officers have financial interests in the transactions that are different from, or in addition to, those of Charters stockholders generally. The Charter board of directors was aware of and considered these potential interests, among other matters, in evaluating the transactions and in making its recommendation to Charter stockholders. For a discussion of these interests, see Interests of Charters Directors and Executive Officers in the Transactions.
THE CHARTER BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT CHARTER STOCKHOLDERS VOTE FOR THE APPROVAL OF THE ADOPTION OF THE MERGER AGREEMENT, FOR THE APPROVAL OF EACH OF THE STOCK ISSUANCES PROPOSALS, FOR THE APPROVAL OF THE LIBERTY TRANSACTIONS PROPOSAL, FOR THE APPROVAL OF EACH OF THE CERTIFICATE OF INCORPORATION PROPOSALS AND FOR THE APPROVAL OF THE CHARTER ADVISORY COMPENSATION PROPOSAL.
For purposes of the respective opinions and related analyses of TWCs financial advisors described in this joint proxy statement/prospectus, (i) transaction means the acquisition of TWC by Charter and (ii) related transactions means the TWC transactions, the BHN transactions and other transactions contemplated in connection therewith (other than the first merger and the second merger).
Opinion of Allen & Company LLC
TWC has engaged Allen & Company as a financial advisor in connection with the proposed transaction. In connection with this engagement, TWC requested that Allen & Company evaluate and render an opinion to the TWC board of directors regarding the fairness, from a financial point of view, to holders of TWC common stock (other than Charter, Liberty Broadband, Liberty Interactive and their respective affiliates) of the merger consideration to be paid to such holders pursuant to the merger agreement. On May 23, 2015, at a meeting of the TWC board of directors held to evaluate the transaction, Allen & Company rendered to the TWC board of directors an oral opinion, which was confirmed by delivery of a written opinion dated May 23, 2015, to the effect that, as of that date and based on and subject to the matters described in its opinion, the merger consideration to be paid to holders of TWC common stock (other than Charter, Liberty Broadband, Liberty Interactive and their respective affiliates) pursuant to the merger agreement was fair, from a financial point of view, to such holders.
The full text of Allen & Companys written opinion, dated May 23, 2015, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is attached to this joint proxy statement/prospectus as Annex L. Allen & Companys opinion was intended for the benefit and use of the TWC board of directors (in its capacity as such) in connection with its evaluation of the merger consideration from a financial point of view and did not address any other term, aspect or implication of the transaction. Allen & Companys opinion did not constitute a recommendation as to the course of