Time Warner Shareholders Approve AT&T Deal

Time Warner Inc. (NYSE:TWX) shareholders have voted to sell the company to AT&T (NYSE:T) for $85.4-billion. According to a preliminary count of the votes, stockholders representing about 79 percent of the outstanding shares of common stock approved the merger agreement. Time Warner agreed to AT&T’s offer of $107.50 a share on Oct. 22. At the time, the deal price represented a 35 percent premium over the price of Time Warner’s shares in the week before the deal became public.

The vote was taken during a special shareholder meeting at the Omni Atlanta Hotel near CNN’s headquarters. Chairman and Chief Executive Jeff Bewkes said at the shareholder’s meeting, “We think this transaction makes sense strategically and financially.” Bewkes continued on to say, “By combining Time Warner’s leading brands and video content with AT&T’s distribution, we will accelerate our ability to innovate, develop and deliver the next generation of video services, making our content even more valuable to consumers and business partners.”

The deal would end the independent ownership of Time Warner. Bewkes said he would remain with the company for at least a year after the deal closes to help lead the integration. The heads of the company’s three divisions are also expected to remain. During the meeting, shareholders also approved a compensation plan for ranking Time Warner executives.

The deal must still win the approval of the U.S. Department of Justice and the Federal Communications Commission. AT&T CEO Randall Stephenson said last week that the Justice Department is currently reviewing the merger. The deal should be less concerning for regulators than other mega-mergers because AT&T and Time Warner do not compete with each other. Stephenson said he expects the deal to close by the end of the year.

As the mobile phone market matures and revenue stalls, AT&T is seeking other sources of income. Nearly two years ago, AT&T purchased DirecTV, making the company the nation’s largest pay-TV company. AT&T has more than 25 million video subscribers, mostly on DirecTV. Comcast comes in second with 22.5 million subscribers.

Donald Trump criticized the AT&T-Time Warner deal on the campaign trail, saying it would concentrate too much market power in a single company. Time Warner is the nation’s third-largest entertainment company. The deal would give AT&T prominent media assets such as CNN, HBO, TBS, Cartoon Network and the Warner Bros. studio.