Time Warner Cable's management has rejected Charter's cash-and-stock offer of about $132.50 per share, saying it would accept a bid of $160 per share in cash and stock.
Charter said in January that it would take the offer directly to Time Warner Cable shareholders, and it didn't raise its bid on Tuesday. CEO Tom Rutledge said in a statement that there is "overwhelming desire" among shareholders for a merger.
Charter says a combination could cut costs, turn around Time Warner Cable's decline in video customers and benefit from having a larger base of Internet service subscribers.
But Time Warner Cable Chairman and CEO Rob Marcus reiterated his opposition, saying in a statement "we are not going to let Charter steal the company" with a lowball offer.
Charter's board nominees include a couple former cable TV executives including Time Warner Cable's former chief technology officer, James Chiddix and Bruno Claude, former CEO of Switzerland's Cablecom.
The move comes ahead of a Saturday deadline for shareholder proposals for New York-based Time Warner Cable's annual shareholders meeting, which is on May 16 in Saratoga Springs, N.Y.
Charter also wants Time Warner Cable's shareholders to amend the company's bylaws to lock the size of the board at 13 members and to repeal any bylaw changes that were adopted by the board without shareholder approval after July 26, 2012.
Time Warner Cable shares slipped 74 cents to $134.96 in midday trading, a price that suggests the market believes a higher offer is likely. Shares of Stamford, Conn.-based Charter rose 38 cents to $138.Suggest a correction