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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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at its stockholder meeting or (iv) for a maximum of 10 business days if Charter has delivered to TWC the notice described in paragraph 3 of the section “—No Solicitation by Charter.” In addition, TWC may require Charter to adjourn or postpone the meeting of TWC stockholders once for a period not to exceed 30 calendar days (but prior to the date that is two business days prior to the initial end date) to solicit additional proxies for the approval of the matters being presented by Charter at its stockholder meeting.

The Charter board of directors unanimously recommends that Charter stockholders vote “FOR” the approval of the adoption of the merger agreement and the approval of the TWC transactions stock issuance proposal, the Liberty transactions proposal and each of the certificate of incorporation proposals. The Charter board of directors, however, can (i) withdraw, modify or qualify in a manner adverse to TWC its recommendation that Charter stockholders approve and adopt the merger agreement and approve the TWC transactions stock issuance proposal, the Liberty transactions and each of the certificate of incorporation proposals, or (ii) recommend a competing acquisition proposal, in each case under specified circumstances as discussed under “—No Solicitation by Charter.” However, if the Charter board of directors so withdraws, modifies or qualifies its recommendation in favor of the approval of the adoption of the merger agreement or approval of the TWC transactions stock issuance proposal, the Liberty transactions proposal or any of the certificate of incorporation proposals, all of the foregoing matters must nonetheless be submitted to Charter stockholders for adoption and approval, unless the merger agreement has otherwise been terminated in accordance with its terms.

No Solicitation by Charter

Subject to the exceptions described below, Charter has agreed that neither Charter nor any of its subsidiaries will, nor will Charter or any of its subsidiaries authorize or permit any of its or their representatives to, directly or indirectly: (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Charter acquisition proposal (as defined below), (ii) enter into or participate in any discussions or negotiations with, furnish any non-public information relating to Charter or any of its subsidiaries or afford access to the business, properties, assets, books or records of Charter or any of its subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, a Charter acquisition proposal, (iii) fail to make, withdraw or modify in a manner adverse to TWC the recommendation of the Charter board of directors that Charter stockholders vote in favor of approval of the adoption of the merger agreement and in favor of the TWC transactions stock issuance proposal, the Liberty transactions proposal and each of the certificate of incorporation proposals or recommend a Charter acquisition proposal (any action described in this clause (iii) is referred to in this joint proxy statement/prospectus as a Charter adverse recommendation change), (iv) fail to enforce or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Charter or any of its subsidiaries, unless the Charter board of directors determines after consulting with its outside legal counsel that failure to waive such provision would be inconsistent with its fiduciary duties under applicable law (except that Charter is not required to enforce any provision of any such agreement that would prohibit a third party from communicating confidentially a Charter acquisition proposal to the Charter board of directors), (v) approve any transaction under, or any person becoming an “interested stockholder” under, Section 203 of the DGCL, or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an acquisition proposal (other than a confidentiality agreement to the extent permitted as described below). Any violation of the restrictions on Charter set forth in the preceding sentence by any representative of Charter or any of its subsidiaries will be treated as a breach by Charter. However, so long as Charter and its representatives have otherwise complied in all material respects with the foregoing, Charter and its representatives may, at any time prior to the approval of the adoption of the merger agreement and approval of the TWC transactions stock issuance proposal, the Liberty transactions proposal and each of the certificate of incorporation proposals by Charter stockholders, participate in discussions with any third party who has made a Charter acquisition proposal after the date of the merger agreement solely to request the clarification of the terms and conditions of the proposal so as to determine whether the Charter acquisition proposal is, or could reasonably be expected to lead to, a Charter superior proposal (as defined below).

 

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