Maxcom Announces Extension Of The Exchange Offer And Amendments And Supplements To Offering Memorandum And Consent Solicitation Statement
MEXICO CITY, March 27, 2013 /PRNewswire/ -- (NYSE: MXT, BMV: MAXCOM.CPO) – Maxcom Telecomunicaciones, S.A.B. de C.V. ("Maxcom" or the "Company") announced today that it has extended, amended and supplemented the pending exchange offer (the "Exchange Offer") for any and all of its outstanding 11% Senior Notes due 2014 (the "Old Notes") for its Step‐Up Senior Notes due 2020 (the "New Notes").
The Company is extending the early participation date, the withdrawal date and the expiration date to 5:00 p.m. New York City time on April 10, 2013. The expiration date of the concurrent equity tender offer for Maxcom's Series A Common Stock and related CPOs and ADSs (the "Equity Tender Offer") is also being extended by ten business days to April 10, 2013.
The exchange agent for the Exchange Offer has advised the Company that as of 5:00 p.m., New York City time, on March 27, 2013, approximately US$122,879,000, or 61.44%, of the Old Notes had been validly tendered and not withdrawn in the Exchange Offer. The depositary for the Equity Tender Offer has advised the purchaser in connection with the Equity Tender Offer that as of 5:00 p.m., New York City time, on March 27, 2013, approximately 354,699,991 of Maxcom's Series A Common Stock, or 44.89% of the total outstanding Series A Common Stock, had been validly tendered and not withdrawn in the Equity Tender Offer.
In addition, the Company is also amending and supplementing the Exchange Offer to (i) reflect that Maxcom has reduced the minimum tender condition in the Exchange Offer from 90% to 61.44% and to clarify that, if the minimum tender condition is not met, Maxcom retains the right, in its sole discretion, to decide whether to waive the minimum tender condition, (ii) reflect that the purchaser in connection with the Equity Tender Offer has waived the condition to the Equity Tender Offer that more than 50% of the capital stock of Maxcom is tendered by the expiration date and to clarify that if the Equity Tender Offer is consummated, the purchaser retains the right, in its sole discretion in accordance with Mexican law, to increase its capital contribution beyond the approximately US$45.0 million it has already committed and (iii) include Maxcom's audited consolidated financial statements as of December 31, 2012 and 2011 and January 1, 2011 and for the years ended December 31, 2012 and 2011.
The complete terms and conditions of the Exchange Offer and consent solicitation are described in the Offering Memorandum and Consent Solicitation Statement, copies of which may be obtained by eligible holders of the Old Notes by contacting D.F. King & Co., Inc., the information agent for the Exchange Offer and consent solicitation, at (800) 967-4607 (toll free).
The New Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements, and will therefore be subject to substantial restrictions on transfer.
The Exchange Offer is being made, and the New Notes are being offered and issued, only to registered holders of Old Notes (i) in the United States who are "qualified institutional buyers," as that term is defined in Rule 144A under the Securities Act and (ii) outside the United States and are persons who are not "U.S. persons," as that term is defined in Rule 902 under the Securities Act.
This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the New Notes nor an offer to purchase Old Notes nor a solicitation of consents. The Exchange Offer and consent solicitation is being made solely by means of the Offering Memorandum and Consent Solicitation Statement and Letter of Transmittal.
Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico City, Mexico, is a facilities-based telecommunications provider using a "smart-build" approach to deliver last-mile connectivity to micro, small and medium-sized businesses and residential customers in the Mexican territory. Maxcom launched commercial operations in May 1999 and is currently offering local, long distance, data, value-added, paid TV and IP-based services on a full basis in greater metropolitan Mexico City, Puebla, Tehuacan, San Luis, and Queretaro, and on a selected basis in several cities in Mexico. The information contained in this press release is the exclusive responsibility of Maxcom and has not been reviewed by the Mexican National Banking and Securities Commission (the "CNBV") or any other authority. The registration of the securities described in this press release before the National Registry of Securities (Registro Nacional de Valores) held by the CNBV, shall it be the case, does not imply a certification of the investment quality of the securities or of Maxcom's solvency. The trading of these securities by an investor will be made under such investor's own responsibility.
This document may include forward-looking statements that involve risks and uncertainties that are detailed from time to time in the U.S. Securities and Exchange Commission filings of the Company. Words such as "estimate," "project," "plan," "believe," "expect," "anticipate," "intend," and similar expressions may identify such forward-looking statements. The Company wants to caution readers that any forward-looking statement in this document or made by the company's management involves risks and uncertainties that may change based on various important factors not under the Company's control. These forward-looking statements represent the Company's judgment as of the date of this document. The Company disclaims, however, any intent or obligation to update these forward-looking statements.
SOURCE Maxcom Telecomunicaciones, S.A.B. de C.V.