Time Warner has agreed to be acquired by AT&T in a stock and cash transaction that values the entertainment conglomerate at US$86bn (about R1,2 trillion), according to a person familiar with the negotiations.
Investors will get up to $110/share of Time Warner, roughly a 40% premium to where the stock traded last week, before news leaked that the two companies were in advanced talks. The deal still needs some final details hammered out between both sides, and may be officially announced before the end of the weekend, the person said.
The boards of both companies came to a preliminary agreement during meetings anchored in New York on Saturday (22 October), the person said. The agreement was first reported by The Wall Street Journal.
The combination of AT&T and Time Warner will create a media-telecommunications firm that is much larger than Comcast, the giant cable TV distributor that purchased NBCUniversal five years ago. It also makes AT&T a major media power player after its acquisition last year of DirecTV for $48,5bn.
But the provider of phone services wanted to shore up its thrust into entertainment with a steady pipeline of TV shows and movies that it owns. Some say, though, that snapping up Time Warner may be a risky strategy.
“Creating value by acquiring content is tricky,” Cowen analyst Doug Creutz said. “Marrying content and distribution has been tried several times in the past, with generally poor results. We view Comcast-NBCU as the exception that proves the rule.”
As of Monday, the two biggest market caps among the seven entertainment conglomerates were Comcast at $154bn and Walt Disney at $150bn. A combined AT&T-Time Warner would boast a market cap north of $305bn, making it a more valuable company than Comcast and Disney combined.
Earlier on Saturday, Donald Trump expressed he would not approve the AT&T and Time Warner deal if he was elected president. “Deals like this destroy democracy,” said Trump during a rally in Gettysburg where he discussed what he would do in his first 100 days of presidency. The Republican nominee also said he would like to break up the Comcast/NBC Universal merger.
The AT&T deal would be subject to regulatory approval.
Analysts seem mostly confident that an AT&T-Time Warner merger will survive regulatory scrutiny, though there are some lawmakers who are likely to object — including some who approved of Comcast-NBCU but now regret their decision.
“At best, we believe a lengthy antitrust review of AT&T-Time Warner with an uncertain outcome may give both sides pause on considering a combination,” said Credit Suisse analyst Omar Sheikh on Friday, prior to the board meetings.
Both sides are also closing in on a new management structure that could help AT&T absorb Time Warner’s sprawling film and television assets. Former Fox top executive Peter Chernin is expected to take a major role overseeing Time Warner once the deal is completed, according to industry sources on Friday. The formalisation of that role may take time to crystallise, as the proposed merger — assuming it passes federal muster — would be about a year off.
Chernin, 65, is said to be uninterested in a day-to-day executive job, but that does not preclude a significant role overseeing the combined company’s content operations. For years, Chernin has been deeply involved in the media world — at times working closely with AT&T — while keeping a fairly low profile. He runs his eponymous production company, investing here, advising there, potentially putting himself in a position to run a media giant but never alighting anywhere.
He declined to comment.
- Kim Masters and Ryan Parker contributed to this report, which originally appeared in THR.com