Confirming previous reports, AT&T Inc. and Time Warner Inc. they have entered into a definitive agreement under which AT&T will acquire Time Warner in a stock-and-cash transaction.
The agreement has been approved unanimously by the boards of directors of both companies.
The deal combines Time Warner's library of content and ability to create new content that connects with audiences around the world, with AT&T's extensive customer relationships, world’s largest pay TV subscriber base and leading scale in TV, mobile and broadband distribution.
"This is a perfect match of two companies with complementary strengths who can bring a fresh approach to how the media and communications industry works for customers, content creators, distributors and advertisers," said Randall Stephenson, AT&T chairman and CEO. "Premium content always wins. It has been true on the big screen, the TV screen and now it’s proving true on the mobile screen. We’ll have the world’s best premium content with the networks to deliver it to every screen. A big customer pain point is paying for content once but not being able to access it on any device, anywhere. Our goal is to solve that. We intend to give customers unmatched choice, quality, value and experiences that will define the future of media and communications."
Time Warner Chairman and CEO Jeff Bewkes said, "combining with AT&T dramatically accelerates our ability to deliver our great brands and premium content to consumers on a multiplatform basis and to capitalize on the tremendous opportunities created by the growing demand for video content."
Time Warner is a global leader in media and entertainment with a portfolio of content creation and aggregation, plus iconic brands across video programming and TV/film production. Time Warner has three divisions: HBO, which consists of pay television and streaming services (HBO Now, HBO Go); Warner Bros. Entertainment, which consists of television, feature film, home video and videogame production and distribution; and Turner, which consists of U.S. and international basic cable networks, including TNT, TBS, CNN and Cartoon Network/Adult Swim. Also, Turner has the rights to the NBA, March Madness and MLB. Time Warner also has invested in OTT and digital media properties such as Hulu, Bleacher Report, CNN.com and Fandango.
With a mobile network that covers more than 315 million people in the United States, the combined company will strive to become the first U.S. mobile provider to compete with cable companies in the provision of bundled mobile broadband and video.
Owning content will help AT&T offer new advertising options, which, combined with subscriptions, will help pay for the cost of content creation.
Time Warner shareholders will receive $107.50 per share under the terms of the merger, comprised of $53.75 per share in cash and $53.75 per share in AT&T stock. The stock portion will be subject to a collar such that Time Warner shareholders will receive 1.437 AT&T shares if AT&T’s average stock price is below $37.411 at closing and 1.3 AT&T shares if AT&T’s average stock price is above $41.349 at closing.
This purchase price implies a total equity value of $85.4 billion and a total transaction value of
$108.7 billion, including Time Warner’s net debt.
The merger is subject to approval by Time Warner Inc. shareholders and review by the U.S. Department of Justice. AT&T and Time Warner are currently determining which FCC licenses, if any, will be transferred to AT&T in connection with the transaction. To the extent that one or more licenses are to be transferred, those transfers are subject to FCC review. The transaction is expected to close before year-end 2017.