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Time Warner Shareholders Approve Sale To AT&T

Deadline logo Deadline 2/15/2017 David Lieberman
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Time Warner just passed one more milestone in its effort to sell itself to AT&T for $85 billion in cash and stock. Holders of 78.8% of its outstanding shares — and 99% of those who voted — have endorsed the deal, according to the preliminary tally from a brief shareholder meeting today in Atlanta. Some 64.3% of the outstanding shares endorsed the compensation plans for executives.

“We’ve done very well,” CEO Jeff Bewkes told the gathering. “But I think, as you all know, the video market is changing rapidly, and just producing great content is no longer enough. We have to produce great consumer experiences.”

The union with AT&T will “dramatically accelerate our ability to do that.” He added that it also “should help us” to fund content production.

As an aside, Bewkes said he’s looking forward to Dunkirk, the film from writer-director Christopher Nolan. “He’s made what we hope will be the definitive movie” on the Allied retreat from Europe in 1940, early in World War II. “I think it will be fantastic.”

AT&T’s acquisition still has to pass muster with Justice Department antitrust officials. If they oppose it, then lawyers would have to demonstrate to a court how the merger would reduce competition in ways that would hurt the public.

President Trump said during last year’s election campaign that he opposed the merger, claiming that it would give AT&T — which also owns DirecTV — too much media power. He also has vociferously attacked Time Warner’s CNN.

But AT&T chief Randall Stephenson said he was “impressed” with Trump in a January meeting, and left “with a degree of optimism” about plans for regulatory and tax reform. Many analysts believe that the new Justice Department will look favorably on mergers.

Bewkes assured a shareholder that all distributors would have “non-discriminatory access to all our networks.”

The CEO said, in response to a question, that when the deal is consummated he will stay at AT&T for “at least a year. We haven’t determined how many years after that. Maybe longer.”

One shareholder wondered why the company went ahead with the deal plans in October following the passing of a board member, former Hilton Hotels CEO Stephen Bollenbach.

Bewkes said that Bollenbach had been involved in the deliberations before he died. The board went ahead afterward because the deal was “in the interest of the business and the shareholders.”

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