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Not for release in or into the United States
“América Móvil announces fulfillment of all conditions precedent
of public tender offer for all shares of Telekom Austria”
Mexico City, Mexico, June 30, 2014 – With reference to the press releases made by América Móvil, S.A.B. de C.V. (“América Móvil” or “AMX”) (BMV: AMX; NYSE: AMX; Nasdaq: AMOV; LATIBEX: XAMXL) on April 23, 2014 and May 15, 2014, Carso Telecom B.V., an indirect wholly owned subsidiary of AMX (“Carso Telecom” or the “Offeror”), hereby announces that all regulatory conditions in Austria, as well as all merger control authorizations in Austria, Bulgaria, Croatia, Macedonia, Serbia, Slovenia and Belarus, have been obtained in connection with the public tender offer in cash for all outstanding ordinary shares (the “Shares”) in the share capital of Telekom Austria AG (“Telekom Austria”) not held by AMX, Carso Telecom, Österreichische Industrieholding AG ("ÖIAG") or Telekom Austria at an offer price of EUR 7.15 per share (the “Offer”).
As a result, the conditions precedent of the Offer set forth in the Offer Memorandum (as defined below) have been fulfilled.
The Austrian Takeover Commission (the “ATC”) approved the conversion of the Offer to a mandatory offer as of June 30, 2014.
The Offer
The Offer was made on the terms contained in the offer memorandum published on May 15, 2014 (the "Offer Memorandum"). Shareholders of Telekom Austria (the “Shareholders”) should refer to the Offer Memorandum for all terms, conditions and restrictions of the Offer. Digital copies of the Offer Memorandum are available on Telekom Austria’s website at www.telekomaustria.com, the ATC’s website at www.takeover.at and on AMX's website at www.americamovil.com.
Acceptance Period
The Acceptance Period during which Shareholders can tender their Shares for acceptance pursuant to the Offer amounts to eight (8) weeks. The Acceptance period commenced on May 15, 2014, and will expire on July 10, 2014 at 17:00 hours CET. Acceptance under the Offer must be made in the manner specified in the Offer Memorandum. The result of the Offer will be published without undue delay after expiry of the Acceptance Period.
For further information
Daniela Lecuona
América Móvil Investor Relations Office
Telephone: + (5255) 2581-4449
E-mail: daniela.lecuona@americamovil.com
Facsimile: + (5255) 2581-4422
The Offer is not being made, directly or indirectly, in or into the United States, or by use of the United States mails, or by any means or instrumentality (including, without limitation, the post, facsimile transmission, telex and telephone, email or other form of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States. The Offer cannot be accepted by any such use, means or instrumentality or from within the United States. Any purported tender of Shares in any such Offer resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of Shares made by a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal resident in or giving instructions from within the United States will not be accepted. For these purposes, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
This communication is not an extension of the Offer in the United States.
Legal Disclaimer
This press release contains certain forward-looking statements that reflect the current views and/or expectations of AMX and its management with respect to its performance, business and future events. We use words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should” and other similar expressions to identify forward-looking statements, but they are not the only way we identify such statements. Such statements are subject to a number of risks, uncertainties and assumptions. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in this release. AMX is under no obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
AMÉRICA MÓVIL, S.A.B. DE C.V. | ||
By: |
/S/ Alejandro Cantú Jiménez
| |
Name: Title: |
Alejandro Cantú Jiménez
Attorney-in-fact |