What doesn't add up with the numbers you quoted? Being valued at higher than revenue isn't odd, that's a stocks vs. flows issue. Same with the debt, that's not too much relative to market cap.

Initially this sounded like AOL buys TimeWarner, but since it's a cash dividend that doesn't seem to be the explanation. I suspect there is a significant tax benefit as is often the case when a foreign company takes over an American one (known as a tax inversion).