Shareholder Voting Set for Comcast and Time Warner Cable Deal

(The Philadelphia Inquirer/MCT) —

Shareholders of Comcast Corp. and Time Warner Cable Inc. will vote early next month, in separate meetings in Philadelphia and New York, on the $45.2 billion proposal that would merge the two companies.

The specific dates are Oct. 8 for Comcast shareholders and Oct. 9 for Time Warner Cable shareholders.

The approvals are part of a complex and now months-long process for Comcast’s proposed acquisition of the nation’s second-largest cable company.

Comcast shareholder approval seems assured, as Brian Roberts, the company’s chief executive officer, chairman and son of founder Ralph Roberts, agreed in the merger negotiations with Time Warner Cable to vote Class B shares held in two family trusts, dated 1993 and 1998, for the deal.

The Roberts’ super-voting Class B shares account for about 33 percent of the shareholder vote at the Philadelphia cable giant.

No significant shareholder opposition has been reported at either Comcast or Time Warner Cable.

The shareholder votes are taken in advance of state and federal regulatory approvals, which are not expected until the first or second quarter of 2015.

The Federal Communications Commission and the U.S. Justice Department are evaluating Comcast’s proposed deal for anti-competitive concerns and public-interest benefits.

Comcast shareholders will vote at 9:30 a.m. on Oct. 8.

The shareholder vote will enable Comcast to issue approximately 806 million shares for Time Warner Cable. These new shares will be swapped, at a ratio of 2.875 Comcast shares for one Time Warner Cable share. The 806 million shares allow Comcast to swap its shares for all the outstanding Time Warner Cable shares, thus gaining control of Time Warner Cable.

Time Warner Cable shareholders will vote the next day, in a 10 a.m. meeting, to approve the transaction, as well as tens of millions of dollars in golden parachutes for Time Warner Cable executives.

After the deal is completed, former Time Warner Cable shareholders will own about 24 percent of Comcast.

In addition, Comcast will embark on transactions to sell and swap cable assets with Charter Communications Inc., and spin off a separate publicly traded company with 2.5 million cable subscribers. These deals are designed to allay regulator concerns that a Comcast acquisition of Time Warner Cable would be too economically powerful.

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