SAN PEDRO GARZA GARCIA, Mexico, Sept. 2 /PRNewswire-FirstCall/ -- Axtel,
S.A.B. de C.V. (BMV: AXTELCPO; OTC: AXTLY) ("AXTEL" or "the Company"), a
Mexican fixed-line integrated telecommunications company, today announced that
it has commenced a cash tender offer for any and all of its outstanding 11%
Senior Notes due 2013 (CUSIP Nos. 05461YAB2; P0606PAA3 and P0606PAB1) (the
"Notes"). In conjunction with the tender offer, the Company commenced a
consent solicitation with respect to certain proposed amendments to the
Indenture governing the Notes (the "Indenture"). The current aggregate
principal amount of the Notes outstanding is approximately US$162.5 million.
The tender offer is being made pursuant to the Offer to Purchase and
Consent Solicitation Statement dated September 2, 2009 (the "Offer to
Purchase") and related Consent and Letter of Transmittal which set forth more
fully the terms and conditions of the tender offer and consent solicitation.
The consent solicitation for the Notes is scheduled to expire at 5:00 p.m.,
New York City time, on September 16, 2009 (the "Consent Expiration Date") and
the tender offer is scheduled to expire at 12:00 midnight, New York City time,
on September 30, 2009 (the "Offer Expiration Date"), in each case unless
extended or earlier terminated by the Company. Holders may only withdraw
their consents and tenders before the withdrawal deadline, which will be the
earlier of (i) the Consent Expiration Date and (ii) the time at which the
supplemental indenture is executed and becomes effective, which is expected to
be promptly following receipt of the requisite consents.
The total consideration (the "Total Consideration") for Notes validly
tendered and not withdrawn is 105.75% of the principal amount of such Notes.
The Total Consideration includes a consent payment (the "Consent Payment")
equal to 3.0% of the principal amount of Notes validly tendered and not
withdrawn and as to which consents to the proposed amendments are delivered on
or prior to the Consent Expiration Date. Holders who validly tender their
Notes after the Consent Expiration Date and on or prior to the Offer
Expiration Date will be eligible to receive an amount, paid in cash, equal to
the Total Consideration less the Consent Payment. Holders whose Notes are
accepted for payment will also receive accrued and unpaid interest in respect
of such purchased Notes from the last interest payment date to, but not
including, the applicable settlement date.
Holders who tender Notes pursuant to the tender offer are obligated to
deliver their consents to the proposed amendments which would amend the
Indenture to eliminate substantially all of the restrictive covenants, several
affirmative covenants (including certain reporting obligations) and events of
default contained in the Indenture and to modify the covenant regarding
mergers, consolidations and transfers of the Company's properties and assets
substantially as an entirety.
The consummation of the tender offer and consent solicitation is subject
to the conditions set forth in the Offer to Purchase, including, among other
things, the receipt by the Company of consents of Note holders representing
the majority in aggregate principal amount of the Notes and the receipt by the
Company of financing in an amount and on terms and conditions satisfactory to
the Company in its sole discretion.
The complete terms and conditions of the tender offer and consent
solicitation are described in the Offer to Purchase, copies of which may be
obtained by contacting D.F. King & Co., Inc., the information agent for the
tender offer and consent solicitation, at (800) 967-4607 (toll free).
Questions regarding the tender offer and consent solicitation may be directed
to the dealer manager for the tender offer and consent solicitation, Credit
Suisse Securities (USA) LLC., which may be contacted at (800) 820-1653 (toll
free).
This announcement is for informational purposes only and is not an offer
to purchase, a solicitation of an offer to purchase or a solicitation of
consent with respect to any of the Notes. The tender offer and consent
solicitation are being made solely by means of the Offer to Purchase and the
related Consent and Letter of Transmittal.
About AXTEL
Axtel is the second-largest, and one of the fastest growing, fixed-line,
integrated telecommunications companies in Mexico, measured in revenues,
EBITDA and lines in service. The Company offers a wide array of services,
including local and long distance telephony, broadband Internet, data and
built-to-suit communications solutions in 39 cities and long distance
telephone in over 200 cities to more than 828,000 business and residential
customers. For the six-month period ended on June 30, 2009, the Company
generated revenues and operating income of Ps. 5,540.5 million
(US$419.7 million) and Ps. 383.4 million (US$29.0 million), respectively. The
Company provides local, long distance, data, internet, integrated solutions
and value-added communications services in 39 of the largest metropolitan
areas in the country, including Mexico City, Monterrey, Guadalajara, Puebla,
Toluca, Leon, Queretaro, San Luis Potosi, Saltillo, Aguascalientes, Ciudad
Juarez, Tijuana, Torreon (Laguna Region), Veracruz, Chihuahua, Celaya,
Irapuato, Cd. Victoria, Reynosa, Tampico, Cuernavaca, Merida, Morelia,
Pachuca, Hermosillo, San Juan del Rio, Xalapa, Durango, Villahermosa,
Acapulco, Mexicali, Cancun, Zacatecas, Matamoros, Nuevo Laredo, Culiacan,
Mazatlan, Coatzacoalcos and Minatitlan. These 39 cities represent more than
47% of the total population of Mexico according to Mexico's Instituto Nacional
de Estadistica Geografia e Informatica, INEGI. The Company estimates that
Axtel lines represent approximately 9.3% of the lines in service of the total
addressable market in the 39 cities in which it provides local services.
AXTEL's shares, represented by Ordinary Participation Certificates or
CPOs, trade on the Mexican Stock Exchange under the symbol 'AXTELCPO', and are
part of the IPC Index. AXTEL's American Depositary Shares are eligible for
trading on The PORTAL Market, a subsidiary of the NASDAQ Stock Market, Inc.
Forward-Looking Statements
This release contains certain forward-looking statements within the
meaning of Section 27A of the United States Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking
statements reflect our views with respect to our financial performance and
future events. All forward-looking statements contained herein are inherently
uncertain. Actual results could differ materially from those projected in the
forward-looking statements as a result of factors discussed herein. Many of
these statements may be identified by the use of forward-looking words such as
"believe," "expect," "anticipate," "should," "planned," "estimated" and
"potential," among others.
Any forward-looking statements in this release are based on certain
assumptions and analysis made by us in light of our experience and perception
of historical trends, current conditions, expected future developments and
other factors we believe are appropriate under the current circumstances.
Forward-looking statements are not a guarantee of future performance and
actual results or developments may differ materially from expectations. You
are therefore cautioned not to place undue reliance on such forward-looking
statements. Risks and uncertainties are detailed from time to time in Axtel,
S.A.B. de C.V.'s filings with and submissions to the Unites States Securities
and Exchange Commission, including the Form 20-F for the year ended December
31, 2008 and the 6-Ks with respect to the quarters ended March 31, 2009 and
June 30, 2009, respectively. Axtel is under no obligation to, and expressly
disclaims any obligation to, update or alter its forward-looking statements,
whether as a result of changes, new information, subsequent events or
otherwise.
For additional information please contact:
Adrian de los Santos
IR@axtel.com.mx
