Category: Companies / February 13, 2014 10:54 AM EST
Comcast Corporation (NASDAQ: CMCSA) and Time Warner Cable Inc. (NYSE: TWC) announced on Thursday their Boards of Directors have approved a definitive agreement for Time Warner Cable to merge with Comcast.
The two said the agreement is a “friendly, stock-for-stock transaction” and Comcast will acquire 100 percent of Time Warner Cable's 284.9 million shares outstanding for shares of CMCSA amounting to approximately $45.2 billion in equity value.
Each Time Warner Cable share will be exchanged for 2.875 shares of CMCSA, equal to Time Warner Cable shareholders owning approximately 23 percent of Comcast's common stock, with a value to Time Warner Cable shareholders of approximately $158.82 per share based on the last closing price of Comcast shares.
"The combination of Time Warner Cable and Comcast creates an exciting opportunity for our company, for our customers, and for our shareholders," said Brian L. Roberts, Chairman and Chief Executive Officer, Comcast Corporation. "In addition to creating a world-class company, this is a compelling financial and strategic transaction for our shareholders. Also, it is our intention to expand our buyback program by an additional $10 billion at the close of the transaction. We believe there are meaningful operational efficiencies and the adjusted purchase multiple is approximately 6.7x Operating Cash Flow. This transaction will be accretive and will yield many synergies and benefits in the years ahead. Rob Marcus and his team have created a pure-play cable company that, combined with Comcast, has the foundation for future growth. We are looking forward to working with his team as we bring our companies together to deliver the most innovative products and services and a superior customer experience within the highly competitive and dynamic marketplace in which we operate."
In a statement, Comcast said the new cable company will be led by President and CEO Neil Smit. Through the merger, Comcast will acquire Time Warner Cable's approximately 11 million managed subscribers.
The transaction will generate approximately $1.5 billion in operating efficiencies and will be accretive to Comcast's free cash flow per share while preserving balance sheet strength. The merger will also be tax free to Time Warner Cable shareholders.
On Thursday, shares of Comcast fell 3.36 percent to $53.38 in morning trading, while shares of Time Warner Cable jumped 6.94 percent to $144.75.
The Dow Jones industrial average fell 26.52 points or 0.17 percent, to 15,937.42. The S&P 500 lost 1.43 points or 0.08 percent, to 1,817.83. The Nasdaq Composite rose 7.62 points or 0.18 percent, to 4,212.43.