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Time Warner Cancels Shareholders’ Ability to Call Special Board Meeting, Guards Against Fox Acquisition (NYT / DealBook)
Time Warner is playing defense. On Monday, the company amended its corporate bylaws and removed a provision that allowed shareholders to call a special board meeting. In a filing with the Securities and Exchange Commission, Time Warner said the change was effective immediately. Variety The media company’s board approved a measure to temporarily prevent a fraction of shareholders, some 15 percent, from forcing a vote on 21st Century Fox’s $85 per-share offer, according to public filings. The so-called special meeting provision may be re-instated at the company’s 2015 shareholders meeting. Deadline Hollywood The fear was that Rupert Murdoch — or anyone — could have tried to stampede short-term investors into accepting a deal even if the board concluded that it would not serve their long-term interests. Time Warner shares were down 1.6 percent in post-market trading following disclosure of the change. THR Murdoch’s 21st Century Fox has bid about $80 billion to acquire Time Warner, but Time Warner’s board and CEO Jeffrey Bewkes have rejected the proposal. Some analysts predict that 21st Century Fox will eventually offer $100 a share for Time Warner. The conglomerate’s stock has climbed 23 percent in the past week on such speculation, and Monday it closed at $87.36. TVNewser People familiar with the original $80 billion proposal that was rejected said if 21st Century Fox took over Time Warner, it would sell CNN to prevent antitrust issues stemming from Fox News and CNN’s direct competitor relationship.