Rupert Murdoch’s 21st Century Fox (FOXA:US) Inc. is open to giving Time Warner Inc. (TWX:US) shareholders seats on the board of the combined company should its $75 billion takeover bid succeed, people familiar with the situation said.
Board representation could appear in a revised proposal, said one of the people, who asked not to be named because the internal deliberations aren’t public. The people didn’t say how many seats were under consideration. The two sides aren’t currently in negotiations, one person said.
Offering board seats as part of an increased bid could help win the support of Time Warner investors by allaying governance concerns about the dual-class stock structure that gives Fox Chairman and Chief Executive Officer Murdoch, 83, and his family control. New York-based Time Warner rejected a takeover offer made last month by Fox, saying it could create more value for shareholders as an independent company.
Nathaniel Brown, a spokesman for New York-based Fox, and Keith Cocozza, a spokesman for Time Warner, declined to comment on whether the companies have discussed board seats.
Mario Gabelli, one of Time Warner’s longest standing shareholders, said in an interview last week that Murdoch should offer Time Warner investors a couple of board seats. There are currently 12 board members at Fox, including Murdoch and his sons, James and Lachlan.
Gabelli, the 72-year-old founder, chairman and CEO of Gamco Investors Inc., is a shareholder of both New York-based media companies. He has been invested in Time Warner and its predecessors for more than 30 years and holds 3.5 million Time Warner shares on behalf of clients, and more than 10 million voting and non voting shares of Fox, based on Bloomberg data.
“There are a lot of financial techniques that are available beyond a superficial price number,” Gabelli said in a July 18 interview.
Fox made its bid for Time Warner last month. The $85-a-share cash-and-stock offer valued the owner of HBO, CNN and Warner Bros. at about $75 billion, excluding options that could raise the total equity value to $80 billion.
Yesterday, Fox announced a deal to consolidate its European satellite TV assets within its 39 percent owned British Sky Broadcasting Group Plc. (BSY) The $9 billion deal gives Murdoch fire power to raise his Time Warner bid. The company also said it will renew a share-buyback program, regardless of the outcome of its Time Warner offer.
Time Warner rose 1.2 percent to $84.99 at the close in New York yesterday. The stock has risen 20 percent since July 15, the day before Fox’s bid was made public.
Fox, owner of the Fox News Channel, the FX network and film and TV studios, fell 0.3 percent to $32.81. The Class A shares have declined 6.8 percent since July 15.
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