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Time Warner Adopts Anti-Takeover Measure - Broadcasting & Cable

Time Warner Adopts Anti-Takeover Measure

Stockholder rights to call special meeting curbed
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Time Warner, which last week said it rebuffed a takeover offer from 21st Century Fox, has made changes in its corporate bylaws that may make a buyout tougher.

In a filing with the Securities & Exchange Commission, Time Warner said its directors voted on Monday to remove bylaw provisions that enabled stockholders to cause the board to call a special meeting of stockholders. The new rules say the CEO or a majority of directors may call a special meeting.

It also said it intends to reinstate the provisions at 2015 annual shareholder meeting.

The move signals that Time Warner is looking to fight a takeover by Fox CEO Rupert Murdoch. Although the first offer was rejected, Wall Street analysts expect a new, higher priced offer to follow.

Under the old rule 15% of Time Warner stockholders could call a meeting. At such a meeting a takeover offer, such as Fox’s, could have been considered and approved.

Under the new rules, no proposal not favored by the board could be considered until the next annual meeting.

The new provisions were designed to give Time Warner shareholders more time to see how the company’s current strategy is performing, according to a source familiar with the company’s thinking.

The longer wait also gives shareholders more time to evaluate Fox’s proposal. The Fox proposal includes stock, so extra time will give shareholders to evaluate the value of that stock. In recent weeks, analysts have been recommending Fox shares, but they’ve also been lowering their earnings estimates for the company.

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