The company’s directors change bylaws to prevent shareholders from calling special meeting to consider the bid
With the threat of a potential takeover by Rupert Murdoch’s Twenty-First Century Fox looming, Time Warner Inc.’s board of directors on Monday moved to prevent its shareholders from calling a special meeting to consider the bid.
The change in bylaws, disclosed in a regulatory filing, effectively blocks any sudden action by Fox, which last week made an offer for Time Warner for about $80 billion or about $85 per share in a mix of stock and cash that was rebuffed.
It’s a temporary move, clearly designed with the Fox bid in mind. Prior to Monday’s filing, as few as 15 percent of Time Warner shareholders could call a special meeting, which could have set the stage for a takeover.
The board said in the filing that it plans to reinstate the special meeting provision during its 2015 annual meeting.
In the wake of last week’s bid, Time Warner Chairman Jeff Bewkes made a short video, confirming the offer and explaining why it was rejected.
Time Warner and Fox declined TheWrap’s requests for comment.