Charter and Time Warner Cable Extend the Election Deadline for TWC Stockholders to May 12, 2016
The closing of the Charter-TWC transactions remains subject to the satisfaction of all of the closing conditions thereto, including the receipt of required regulatory approvals, including from the
TWC stockholders who have already conveyed an election need not submit another election form and may revoke or change a previously conveyed election prior to the Election Deadline pursuant to the procedures described in their election communications.
After the Election Deadline and until the consummation of the Charter-TWC transactions, TWC stockholders who have properly conveyed a valid election with respect to some or all of their shares of TWC common stock will not be able to transfer (including by sale) the shares for which such election was made. As a result, if TWC stockholders wish to retain the ability to transfer their shares of TWC common stock between the Election Deadline and the consummation of the Charter-TWC transactions, they should not convey an election, and as a result, by default, they will have the right to receive the "Option A consideration" when and if the Charter-TWC transactions are consummated.
If TWC stockholders wish to make an election, and in particular if they wish to receive the "Option B consideration," they are encouraged to convey their election before the Election Deadline following the procedures described in their election communications.
TWC stockholders who have questions regarding the election procedures, who want up-to-date information on the Election Deadline or who wish to obtain copies of the election materials may contact
About Time Warner Cable
Important Information For Investors And Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction between TWC and Charter, Charter's subsidiary,
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed transactions between Charter and TWC, including any statements regarding the expected timetable for completing the transactions, benefits and synergies of the transactions, future opportunities for the respective companies and products, and any other statements regarding Charter's and TWC's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are often, but not always, made through the use of words or phrases such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "on track," "target," "opportunity," "tentative," "positioning," "designed," "create," "predict," "project," "seek," "would," "could", "potential," "continue," "ongoing," "upside," "increases," and "potential," and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the timing to consummate the proposed transactions; the risk that a condition to closing the proposed transactions may not be satisfied; the risk that a regulatory approval that may be required for the proposed transactions is not obtained or is obtained subject to conditions that are not anticipated; Charter's ability to achieve the synergies and value creation contemplated by the proposed transactions; Charter's ability to promptly, efficiently and effectively integrate acquired operations into its own operations; and the diversion of management time on transaction-related issues. Additional information concerning these and other factors can be found in Charter's and TWC's respective filings with the
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Charter, Media: Justin Venech, 203-905-7818, Analysts: Stefan Anninger, 203-905-7955, Time Warner Cable, Media: Susan Leepson, 212-364-8281, Analysts: Tom Robey, 212-364-8218