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Time Warner Inc. Declares Spin-Off Dividend of Time Warner Cable Inc. Shares and Announces March 27 Effective Date for One-for-Three Reverse Stock Split NEW YORK – Time Warner Inc. (NYSE:TWX) today announced that it will complete the legal and structural separation of Time Warner Cable Inc. (NYSE:TWC) from Time Warner through a tax-free spin-off involving a dividend distribution of all of the Time Warner Cable common stock held by Time Warner to Time Warner stockholders. The distribution will be made on March 27, 2009 to Time Warner stockholders of record at 8 p.m. on March 12, 2009. Time Warner Chairman and Chief Executive Officer Jeff Bewkes said: “We’re confident that this separation will benefit Time Warner and Time Warner Cable stockholders. Both companies will be better positioned to compete, with capital structures more suited to their respective needs as well as greater operational, financial and strategic flexibility. At the remaining Time Warner businesses, we’ll stay focused on what we do best – creating, packaging and distributing our branded, high-quality content.” This separation is subject to the satisfaction of the conditions listed in a separation agreement entered into on May 20, 2008, by and among Time Warner, Time Warner Cable and certain of their subsidiaries. If the conditions are met in accordance with the timing currently contemplated, the separation will be effective at the record date for the distribution, and book-entry account statements reflecting the Time Warner Cable shares will be distributed to the eligible Time Warner stockholders on or about March 27, 2009. In connection with the distribution of its Time Warner Cable shares, Time Warner also announced today that its Board of Directors has approved a one-for-three reverse stock split of the Time Warner common stock, which will become effective at 7 p.m. on March 27, 2009. Please see http://www.timewarner.com/investors for additional information, including Frequently Asked Questions, regarding the spin-off of Time Warner Cable and the reverse stock split of Time Warner common stock described in this release. Spin-Off Dividend of Time Warner Cable Shares to Time Warner Stockholders One of the conditions to the distribution is the payment by Time Warner Cable of a special cash dividend of approximately $10.9 billion to be distributed pro rata to holders of Time Warner Cable common stock, including about $9.25 billion to Time Warner. Earlier today, Time Warner Cable announced that its Board of Directors has declared a special dividend of $10.27 per share, or an aggregate of approximately $10.9 billion, to holders of Time Warner Cable common stock as of the close of business on March 11, 2009, with a payment date of March 12, 2009. No action is required by Time Warner stockholders to receive the shares of Time Warner Cable common stock. Stockholders who hold Time Warner common stock at the record date will receive a book-entry account statement reflecting their ownership of Time Warner Cable common stock or their brokerage account will be credited with the Time Warner Cable shares. Fractional shares of Time Warner Cable common stock will not be distributed to Time Warner stockholders. Instead, the fractional shares of Time Warner Cable common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in the form of cash payments to Time Warner stockholders who would otherwise hold Time Warner Cable fractional shares. Time Warner has received a private letter ruling from the U.S. Internal Revenue Service and an opinion of counsel that the distribution of Time Warner Cable common stock to Time Warner stockholders qualifies as a tax-free distribution for U.S. federal income tax purposes, except with respect to cash received in lieu of fractional shares. Non-U.S. stockholders may be subject to tax on the distribution in jurisdictions other than the U.S. Time Warner stockholders are urged to consult their tax advisors regarding the particular consequences of the distribution in their situation, including the applicability and effect of any U.S. federal, state, local and foreign tax laws. One-for-Three Reverse Stock Split No fractional shares will be issued in connection with the Time Warner reverse stock split. Instead, any Time Warner stockholder who would otherwise hold a fractional share of Time Warner common stock as a result of the reverse stock split will receive a cash payment in lieu of any such fractional share equal to (i) the fractional share interest to which the stockholder would otherwise be entitled multiplied by (ii) the volume weighted average price of the Time Warner common stock on the effective day of the reverse stock split as reported on the New York Stock Exchange Composite Tape (on a post-reverse stock split basis, as adjusted). A letter of transmittal relating to the reverse stock split will be mailed to holders of physical certificates representing Time Warner common stock once the reverse stock split is effective. All Time Warner stockholders will ultimately receive their replacement shares of Time Warner common stock in book-entry form along with a cash payment for any fractional share. As stated above, as of February 13, 2009, there were 3,587,795,646 shares of Time Warner common stock issued and outstanding. After giving effect to the reverse stock split at a ratio of one-for-three, there will be approximately 1.2 billion shares of common stock issued and outstanding. Trading of Time Warner Common Stock The CUSIP number for the new Time Warner Common stock that will be outstanding after the reverse stock split has become effective at 7 p.m. on March 27, 2009 will be 887317 303. About Time Warner Inc. Caution Concerning Forward-Looking Statements Contact Info: |
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