In the first blockbuster deal of 2000, America Online Inc. and Time Warner Inc. Monday merged in a stock deal worth $350 billion.
In the largest corporate merger in history, the companies plan to create
the world’s first fully integrated media and communications company to offer a wealth of branded information, entertainment and communications services
to the world. Combined, the companies boast more than $30 billion in revenues and 80,000 employees.
Perhaps most significant for AOL, the deal will give the online service access to a high-speed network in Time Warner’s Road Runner cable modem service.
Time Warner (TWX)
shareholders will receive 1.5 shares of AOL. America Online (AOL)
shareholders will receive one share of the new company, to be known as AOL Time Warner.
When complete, America Online’s
shareholders will own approximately 55 percent, with Time Warner’s
shareholders owning a 45 percent stake in the new company. The stock will be
traded under the symbol AOL on the New York Stock Exchange.
Steve Case, chairman and chief executive officer of AOL, will become
chairman of the board of the new company. Gerald M. Levin, Time Warner’s
chairman and chief executive officer, will become AOL Time Warner’s chief
executive officer. The two plan to focus on technology developments and
policy initiatives in running the new behemoth.
Time Warner Vice Chairman Ted Turner will become vice
chairman of the new company. Time Warner President Richard Parsons and
America Online President and Chief Operating Officer Bob Pittman will be
co-chief operating officers of the company. The full board will consist of
16 members, with eight appointed by each company.
The merger will combine Time Warner’s media, entertainment and news brands
in addition to its advanced broadband delivery systems with America Online’s
Internet franchises and technology, including some consumers’ favorite
online brands, as well as unmatched e-commerce capabilities.
The agreement allows Time Warner to combine its Road Runner cable Internet service with AOL, the largest ISP on the Web. Case said the merger is a win for those fighting the open access Internet access debate.
“We started raising the issue of open access a couple of years ago,” said AOL’s Case. “We really were focused on the fact that for the Internet to continue to flourish, we needed to have consumer choice, we needed to have compeitition among ISPs and that continues to be our view.”
“Today we are announcing that we are committeed to the concept of opening [access] up and stimulating user choice.”
Greg Simon, openNET
Coalition co-director, said the AOL-Time Warner deal is a wake-up call
for the cable industry.
“The number two cable company has joined America Online, a leading advocate
for open access and a continuing member of the openNET Coalition,” Simon
said. “The openNET Coalition will continue to fight for open access to all
cable networks and we will continue to urge the federal government to make
open access the rule for the entire cable industry.”
Michael Graham, an Internet analyst at Robertson Stephens, said the merger is a good one for AOL.
“In our view, the company will have an unprecedented array of management talent, brand power and reach. In addition, we believe this merger largely clear away the biggest concerns facing AOL stock, namely broadband and price pressure from free-access providers. Longer term, we believe this move can catapult the combined company into the number one spot as the largest company in the world.”
AOL Time Warner’s brands will include AOL, Time, CNN, CompuServe, Warner
Br
os., Netscape, Sports Illustrated, People, HBO, ICQ, AOL Instant
Messenger, AOL MovieFone, TBS, TNT, Cartoon Network, Digital City, Warner
Music Group, Spinner, Winamp, Fortune, AOL.COM, Entertainment Weekly and
Looney Tunes.
AOL has long been rumored to be eyeing a major media buy. It was previously said to be interested in purchasing CBS Inc., however that deal never materialized.
Separate from the merger transaction, America Online and Time Warner also
announced new co-branding agreements that will immediately expand various
relationships already in place between the two companies. Some of these
include:
- The AOL service will feature Time Warner’s popular InStyle magazine,
expanding on the popular content Time Warner already offers AOL members from People, Teen People, Entertainment Weekly and
other content currently on the service - CNN.com and Entertaindom.com programming will be featured prominently
on various America Online services - AOL members will have access to a wide range of Time Warner promotional
music clips from Time Warner’s unparalleled selection of popular artists - Time Warner and AOL MovieFone will participate in online-offline
cross-promotion of Time Warner movies and related content,
including live events - Broadband CNN news content will be distributed on AOL Plus, the rich
media content offering designed for AOL members connecting via broadband,
when it launches this spring
At a mid-afternoon conference in New York City, AOL Time Warner’s board members talked about the impact the merger will have. Each speaker stressed it as a significant deal that would impact consumers in a variety of markets.
Levin boasted that the merger eliminates having to wait for government legislation on the open access issue.
“What this transaction is all about is basically a statement that, ‘let’s take this issue out of Washinton and city hall and put it back in the marketplace,'” he said. “I can assure you that what will result will be not only more choices as it relates to more content, but also a whole set of ISPs.”
Following comments about how the deal would affect consumers, Turner addressed the structure of the new 16-member board, which he said observed consisted of “strong personalities.”
“I know people think there could be some friction, but I don’t think that will happen,” Turner said. “We all have a clear sense of purpose on how to make this work.”
In a separate deal Monday, AOL struck a
cross-promotion and content-sharing alliance with the Public Broadcasting Service (PBS).
