|Print Page Close Window|
|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
TWC common stock subsequent to such date and prior to the election deadline (as defined below), if any, will allow record holders of TWC common stock to make an Option A or Option B election in respect of each share of TWC common stock that they hold.
The election deadline will be 5:00 p.m., local time (in the city in which the exchange agent is located) on the date that Charter and TWC agree is 5 business days prior to the expected closing date. Charter and TWC will publicly announce the anticipated election deadline not more than 20 business days before, and at least 5 business days prior to, the election deadline.
TWC will mail a form of election not less than 20 business days prior to the anticipated election deadline. The election form record date will be the 10th business day prior to the mailing record date.
TWC stockholders who wish to elect either the Option A Election or Option B Election in respect of the merger consideration they will receive should carefully review and follow the instructions set forth in the form of election. If it is determined that any purported election was not properly made, the purported election will be deemed to be of no force or effect and the holder making the purported election will be deemed to have made the Option A Election for these purposes, unless a proper election is subsequently made on a timely basis. If a TWC stockholder does not make a valid election (or an election is revoked and another one is not validly and timely made by a holder), the merger consideration paid to such holder will be based on the Option A Election.
To make a valid election, each TWC stockholder must submit a properly completed form of election so that it is actually received by the exchange agent at or prior to the election deadline in accordance with the instructions on the form of election. The form of election must be accompanied by any additional documents specified in the form of election (which will include certificates representing TWC common stock). Generally, an election may be revoked or changed by written notice received by the exchange agent prior to the election deadline accompanied by a properly completed and signed revised form of election or the withdrawal prior to the election deadline of the documents previously provided to the exchange agent. TWC stockholders will not be entitled to make, revoke or change any election following the election deadline. After an election is validly made with respect to any shares of TWC common stock, any subsequent transfer of such shares of TWC common stock shall automatically revoke such election. Subject to the terms of the merger agreement, the exchange agent will have reasonable discretion to determine if any election is not properly or timely made.
Procedures for Surrendering TWC and Charter Stock Certificates
The conversion of TWC common stock and Charter Class A common stock into the right to receive the applicable merger consideration will occur automatically at completion of the mergers. Prior to the date the form of election is mailed to TWC stockholders, Charter will appoint an exchange agent reasonably acceptable to TWC to handle the receipt of election forms and exchange of certificates or book-entry shares representing shares of TWC common stock or Charter Class A common stock for the applicable merger consideration. Charter or New Charter will make available to the exchange agent (i) the shares of New Charter Class A common stock, (ii) cash to pay for the aggregate cash portion of the merger consideration and (iii) cash in lieu of fractional shares, in each case comprising the applicable merger consideration payable in respect of TWC common stock or Charter Class A common stock. Promptly (but not later than 10 business days) after completion of the mergers, New Charter will, or will cause the exchange agent to, send a letter of transmittal to (i) each person who is a record holder of TWC common stock at completion of the first two mergers for use in the exchange and instructions explaining how to surrender TWC stock certificates or transfer uncertificated shares of TWC common stock to the exchange agent and (ii) each person who is a record holder of Charter Class A common stock at completion of the third merger for use in the exchange and instructions explaining how to surrender Charter stock certificates or transfer uncertificated shares of Charter Class A common stock to the exchange agent.
TWC stockholders who submit a properly completed letter of transmittal, together with their share certificates (in the case of certificated shares) or other evidence of transfer requested by the exchange agent (in