STAMFORD, Conn. and
NEW YORK, April 20, 2016 /PRNewswire/ -- Charter
Communications, Inc. (Nasdaq: CHTR) (together with its
subsidiaries, "Charter") and Time Warner Cable Inc. (NYSE: TWC)
("TWC") today announced that the election deadline for TWC
stockholders to elect the form of consideration they wish to
receive in exchange for each of their shares of TWC common stock in
connection with the previously announced transactions between
Charter and TWC (the "Charter-TWC transactions"), will be extended
to 5:00 p.m., Eastern Time, on
May 12, 2016 (the "Election
Deadline"), unless further extended by Charter and TWC.
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 Federal Communications Commission, the Department of
Justice and the California Public Utilities Commission. The
California Public Utilities Commission decision is currently
expected as early as May 12, 2016.
The Election Deadline may be further extended depending on
the timing of the receipt of the regulatory approvals, satisfaction
of the other remaining conditions and the closing. TWC and Charter
will promptly announce any further extension(s) of the Election
Deadline in a press release, on their websites and/or in a filing
with the SEC.
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 Georgeson Inc., the information agent, at +1 (866)
828-4305.
About Charter
Charter (NASDAQ: CHTR) is
a leading broadband communications company and the fourth-largest
cable operator in the United
States. Charter provides a full range of advanced broadband
services, including Spectrum TV™ video entertainment programming,
Spectrum Internet™ access, and Spectrum Voice™. Spectrum Business™
similarly provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, business
telephone, video and music entertainment services, and wireless
backhaul. Charter's advertising sales and production services are
sold under the Spectrum Reach™ brand. More information about
Charter can be found at charter.com.
About Time Warner Cable
Time Warner
Cable Inc. (NYSE: TWC) is among the largest providers of video,
high-speed data and voice services in the
United States, connecting 16 million customers to
entertainment, information and each other. Time Warner Cable
Business Class offers data, video and voice services to businesses
of all sizes, cell tower backhaul services to wireless carriers and
enterprise-class, cloud-enabled hosting, managed applications and
services. Time Warner Cable Media, the advertising sales arm of
Time Warner Cable, offers national, regional and local companies
innovative advertising solutions. More information about the
services of Time Warner Cable is available at www.twc.com,
www.twcbc.com and www.twcmedia.com.
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, CCH I, LLC ("New Charter"), filed with the
Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 that includes a joint proxy statement of
Charter and TWC that also constitutes a prospectus of New Charter
(the "Joint Proxy Statement/Prospectus"). The registration
statement was declared effective by the SEC on August 20, 2015, and Charter and TWC commenced
mailing the definitive Joint Proxy Statement/Prospectus to their
respective stockholders on or about August
20, 2015. On September 21,
2015, Charter's and TWC's respective stockholders each
approved the merger agreement at their respective special meetings.
INVESTORS AND SECURITY HOLDERS OF CHARTER AND TWC ARE URGED TO READ
THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders are able to obtain free
copies of the registration statement and the definitive Joint Proxy
Statement/Prospectus and other documents filed with the SEC by
Charter, New Charter or TWC through the website maintained by the
SEC at http://www.sec.gov. Copies of the documents filed with the
SEC by Charter or New Charter are or will be available free of
charge on Charter's website at http://www.charter.com, in the
"Investor & News Center" near the bottom of the page, or by
contacting Charter's Investor Relations Department at 203-905-7955.
Copies of the documents filed with the SEC by TWC are or will be
available free of charge on TWC's website at
http://ir.timewarnercable.com or by contacting TWC's Investor
Relations Department at 877-446-3689.
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 SEC, including Charter's and TWC's most recent
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Charter and TWC assume no obligation
to update any forward-looking statements. Readers are cautioned not
to place undue reliance on these forward-looking statements that
speak only as of the date hereof.
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SOURCE Charter Communications, Inc.