Time Warner Inc. Rejects Unsolicited Proposal From Twenty-First Century Fox

Time Warner Inc. Rejects Unsolicited Proposal From Twenty-First Century Fox July 16, 2014

Board Confident in Time Warner Strategy to Continue Delivering Stockholder Value

NEW YORK, July 16, 2014 - Time Warner Inc. (NYSE:TWX) today confirmed that it rejected a proposal from Twenty-First Century Fox (NASDAQ:FOXA) to acquire all of the outstanding shares of the Company for a combination of 1.531 of Twenty-First Century Fox Class A non-voting common shares and $32.42 in cash per share (the Proposal).

The Time Warner Board, after consultation with its financial and legal advisors, determined that it was not in the best interests of Time Warner or its stockholders to accept the Proposal or to pursue any discussions with Twenty-First Century Fox. The Board is confident that continuing to execute its strategic plan will create significantly more value for the Company and its stockholders and is superior to any proposal that Twenty-First Century Fox is in a position to offer.

In making its determination, the Time Warner Board considered, among other things, that:

The execution of Time Warner's strategic plan will continue to drive significant and sustainable value for Time Warner stockholders;

The unique value of Time Warner's industry-leading businesses including its portfolio of networks and its film studio and television production business is only going to increase;

There is significant risk and uncertainty as to the valuation of Twenty-First Century Fox's non-voting stock and Twenty-First Century Fox's ability to govern and manage a combination of the size and scale of Twenty-First Century Fox and Time Warner; and

There are considerable strategic, operational, and regulatory risks to executing a combination with Twenty-First Century Fox.

Time Warner's Board also noted the consistent track record of Time Warner's proven management team in achieving superior returns as well as completing a series of transactions to unlock value in related businesses, including the separation of AOL, Time Warner Cable, and Time Inc. Under its strategic plan, Time Warner has delivered a total shareholder return of more than 150% since 2008, almost tripling the return of the S&P 500 over the same period, as management has pursued a disciplined approach to position the Company as a global leader in media and entertainment while managing its operations and capital structure to maximize shareholder returns.

Citigroup Global Markets Inc. is acting as financial advisor to Time Warner. Cravath, Swaine & Moore LLP is acting as legal advisor to Time Warner.

About Time Warner Inc.

Time Warner Inc., a global leader in media and entertainment with businesses in television networks and film and TV entertainment, uses its industry-leading operating scale and brands to create, package and deliver high-quality content worldwide on a multi-platform basis.

Caution Concerning Forward-Looking Statements

This document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of Time Warner businesses. More detailed information about these factors may be found in filings by Time Warner with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Time Warner is under no obligation, and expressly disclaims any such obligation, to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

LINK:	http://www.timewarner.com/newsroom/press-releases/2014/07/16/time-warn...
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