Date
20 October 2017
Under Time Warner's amended bylaws, only chief executive Jeff Bewkes (above) or a majority of the board can call a special shareholder meeting. Photo: Bloomberg
Under Time Warner's amended bylaws, only chief executive Jeff Bewkes (above) or a majority of the board can call a special shareholder meeting. Photo: Bloomberg

Time Warner board moves to thwart Fox bid

Time Warner Inc. is fighting off an unwanted offer from Rupert Murdoch by eliminating a provision in its bylaws that allows shareholders to call special meetings.

The amendment by Time Warner’s board removes a method investors could have used to pressure the company to sell, Bloomberg reported Tuesday.

The company has rejected the US$75 billion offer made earlier this month by Murdoch’s 21st Century Fox Inc.

The change, approved unanimously by the board, preempts any action by shareholders to force a vote until June when the company typically holds its annual meeting, the report said, citing a person familiar with the matter.

It also gives Time Warner more time to prove to investors that it’s better off on its own than with Fox. Chief executive Jeff Bewkes made the argument last week in a video message to employees.

Under the old rules, investors with at least 15 percent of the company’s shares could have called a meeting as soon as February. The bylaws now say only the chief executive or a majority of the board can call a special meeting.

A merger of the two media giants would bring Time Warner’s collection of cable networks, such as HBO and TNT, under the purview of Fox, which already owns Fox News and FX. The combination could produce at least US$1 billion in annual savings, the report said.

Fox is open to increasing its proposal, depending on Time Warner’s willingness to discuss a deal, the people said at the time.

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