In an interview with CNBC, Charter CEO Tom Rutledge didn't rule out trying to shake up TWC's board when asked about pursuing a proxy fight. "We're not there yet," he said on "Squawk on the Street." " All of our options are open."
Calling the proposal a "rich and fair offer," Rutledge appealed to TWC shareholders several times, asking them to compel management to engage with Charter leadership. He said that TWC hasn't treated the offer seriously, and that the company needs significant investment to make an "all-digital" turn-around and to stanch a huge loss of subscribers.
"[TWC shareholders] are going to participate in a turnaround situation that improves the operation of the company, stops the subscriber loss, improves customer services and creates more value than they would get with a pure cash offer," Rutledge said. "In the last two years [TWC has] lost an equivalent of a Los Angeles in subscriber losses. So there's a big job to be done in turnaround."
Time Warner Cable on Monday rejected Charter's cash-and-stock deal worth about $37.3 billion, not including debt. Under the plan, Time Warner Cable shareholders would receive 45 percent ownership in the combined company.
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Time Warner Cable CEO Rob Marcus told CNBC on Monday that Charter wanted to buy a premium asset at a "bargain basement price." Including debt, the deal would cost $62.35 billion.
"I think shareholders will see it for what it is—a low-ball bid," Marcus told CNBC. "Bottom line, they're trying to steal the company."
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Charter offered $132.50 a share in its acquisition proposal, and Time Warner Cable countered by saying it would only consider a deal worth $160 per share. On Tuesday, Rutledge called TWC's response "nonserious."
"Obviously stocks go up and down for a variety of reasons, but ultimately it's about creating value, and that's what we're doing," Rutledge said.
—By CNBC's Jeff Morganteen. Follow him on Twitter at @jmorganteen and get the latest stories from "Squawk on the Street." CNBC's Julia Boorstin and Reuters contributed to this report.