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Monday, July 21, 2014

Time Warner moves to bar shareholders from calling meetings, (NASDAQ: FOXA), (NYSE: TWX)

Time Warner Inc's board moved to prevent its shareholders from calling special meetings, effectively throwing up a hurdle to any quick move to approve a potential takeover by Rupert Murdoch's Twenty-First Century Fox . Fox made an offer for Time Warner for about $80 billion or about $85 per share in a mix of stock and cash that Time Warner rebuffed, both companies disclosed last week.Time Warner previously allowed as few as 15 percent of its shareholders to call a special meeting, factors that could help a takeover bid. The move, revealed in a regulatory filing on Monday, was not preempted by any particular investor buying large amounts of Time Warner shares but rather to give the board the ability to defend itself from an unsolicited bid, two sources close to the matter said.The sources said the board believed the move was in the best interests of all its shareholders. "When you are facing a hostile bid, you don't want to give the bidder the ability to artificially preempt that process," one of the sources said.The amended bylaw is temporary, however, as the board said it plans to reinstate the special meeting provision during its 2015 annual meeting, according to the filing.

Twenty-First Century Fox, Inc., formerly News Corporation, is a diversified global media and entertainment company with operations in cable network programming; television; filmed entertainment; direct broadcast satellite television, and other, corporate and eliminations. Shares of FOXA fell by 0.36% or $-0.12/share to $32.89. In the past year, the shares have traded as low as $29.42 and as high as $36.43. On average, 13264300 shares of FOXA exchange hands on a given day and today's volume is recorded at 16953420.

Time Warner Inc. (Time Warner) is a media and entertainment company. Shares of TWX traded higher by 0.15% or $0.13/share to $87.36. In the past year, the shares have traded as low as $57.59 and as high as $87.23. On average, 7150280 shares of TWX exchange hands on a given day and today's volume is recorded at 9167872.



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