Azteca Holdings Announces Offer to Exchange Existing 11% Notes Due 2002 for New 12.5% Notes due 2005

Apr 03, 2001, 01:00 ET from TV Azteca, S.A. de C.V.

    MEXICO CITY, April 3 /PRNewswire/ -- Azteca Holdings, S.A. de C.V., the
 controlling company for TV Azteca, announced today that it will offer to
 exchange all US$ 255 million of its 11 percent Senior Secured Notes due 2002
 for new 12.5 percent Senior Secured Notes due 2005. Azteca Holdings seeks to
 extend its debt maturity profile and refinance the existing notes well in
 advance of their June 2002 maturity date.
     Azteca Holdings has assets that consist of its shareholdings in TV Azteca
 (NYSE:   TZA) (BMV: TVAZTCA), one of the largest producers of Spanish-language
 broadcasting in the world and the owner of two nationwide broadcast TV
 networks in Mexico.
     TV Azteca itself owns 50 percent of Todito.com, a leading internet portal
 for Hispanics across North America, and 20 percent of Azteca America, Inc.,
 which will be a new broadcast network targeted to the US Hispanic market.
     TV Azteca also owns 46.5 percent of Unefon, a wireless telephone company
 targeted to the Mexican mass market, and a publicly listed company on the
 Mexican Stock Exchange (BMV: UNEFON). TV Azteca recently granted Rights to its
 shareholders, including Azteca Holdings, to acquire its interest in Unefon
 under specified terms and conditions.
 
     Exchange Offer also a Consent Solicitation that will Modify Terms of Old
 Notes
     The exchange offer is also a consent solicitation for amendments to the
 terms and conditions of the existing Senior Secured Notes due 2002.
     In agreeing to the exchange offer, Noteholders will also be agreeing to
 the proposed amendments. These will allow Azteca Holdings to release
 collateral securing the old Notes, eliminate substantially all of the
 covenants governing the old Notes other than those requiring payment of
 interest and principal when due, and eliminate limitations on consolidations,
 mergers, conveyances and transfers, among other provisions. Holders of at
 least a majority of the old Notes must consent to the proposed amendments in
 order for them to be adopted.
 
     Timetable and Contacts for Additional Information
     The exchange offer and consent solicitation are being made pursuant to the
 Prospectus and Consent Solicitation dated April 2, 2001 and the related Letter
 of Transmittal and Consent, which more fully set forth the terms of the
 exchange offer and consent solicitation. The exchange offer and consent
 solicitation may be terminated or amended at any time prior to the expiration
 date, and the expiration date may be extended at Azteca Holdings' option. The
 exchange offer and consent solicitation expires at 5:00 pm, New York time, on
 May 2, 2001.
 
     Additional information concerning the terms of the exchange offer and
 consent solicitation may be obtained from:
 
     Dealer Manager and Solicitation Agent
 
       * Bear, Stearns & Co.   Matt Riez       (800) 999-2000 ext. 0545 or
                                               (212) 272-0545
 
     Exchange Agent
       * US Trust Company      Alex Popovich   (800) USTRUST
                                               (212) 852-1638
 
     Information Agent
       * Malcon Proxy Advisors Ed McCarthy     (800) 475-9320
                                               (212) 843-8500
 
     Company
       * Investor Inquiries    Bruno Rangel    (011-525) 420-9167
       * Media Inquiries       Oscar Arguelles (011-525) 420-1313 x 1585
 
      A registration statement relating to these securities has been filed with
 the Securities and Exchange Commission. These securities may not be exchanged
 or sold, nor may offers to exchange or offers to buy be accepted prior to the
 time the registration statement becomes effective. This press release shall
 not constitute an offer to exchange, sell, or the solicitation of an offer to
 exchange or buy, nor shall there be any exchange or sale in any state in which
 such offer, exchange, solicitation, or sale would be unlawful prior to
 registration or qualification under the securities act of any such state.
 
     Company Profiles
     Azteca Holdings, S.A. de C.V. is a holding company whose principal asset
 is approximately 57 percent of the shareholder equity of TV Azteca.
 
     TV Azteca is one of the largest producers of Spanish programming in the
 world, and one of two broadcast television companies in Mexico, operating two
 national television networks, Azteca 13 and Azteca 7, through more than 250
 owned-and-operated stations located throughout Mexico. TV Azteca also operates
 a national broadcast television network in El Salvador. TV Azteca affiliates
 include Unefon, one of Mexico's leading cellular companies; Todito.com, an
 Internet portal for North American Spanish speakers; and Azteca America, a new
 broadcast television network focused on the rapidly growing US Hispanic
 market.
 
     Except for historical information, the matters discussed in this press
 release are forward-looking statements and are subject to certain risks and
 uncertainties that could cause actual results to differ materially from those
 projected. Completion of any of the transactions discussed in this
 communication are subject to developments in the Mexican, US, and other debt
 or equity markets, interest rate fluctuations, foreign exchange fluctuations,
 conditions within the global media and telecommunications industries, Mexican
 governmental regulatory actions, and political developments within Mexico.
 Other risks that may affect TV Azteca or Azteca Holdings are identified in TV
 Azteca's Form 20-F, Azteca Holdings Form F-4, and other filings with the US
 Securities and Exchange Commission.
 
 

SOURCE TV Azteca, S.A. de C.V.
    MEXICO CITY, April 3 /PRNewswire/ -- Azteca Holdings, S.A. de C.V., the
 controlling company for TV Azteca, announced today that it will offer to
 exchange all US$ 255 million of its 11 percent Senior Secured Notes due 2002
 for new 12.5 percent Senior Secured Notes due 2005. Azteca Holdings seeks to
 extend its debt maturity profile and refinance the existing notes well in
 advance of their June 2002 maturity date.
     Azteca Holdings has assets that consist of its shareholdings in TV Azteca
 (NYSE:   TZA) (BMV: TVAZTCA), one of the largest producers of Spanish-language
 broadcasting in the world and the owner of two nationwide broadcast TV
 networks in Mexico.
     TV Azteca itself owns 50 percent of Todito.com, a leading internet portal
 for Hispanics across North America, and 20 percent of Azteca America, Inc.,
 which will be a new broadcast network targeted to the US Hispanic market.
     TV Azteca also owns 46.5 percent of Unefon, a wireless telephone company
 targeted to the Mexican mass market, and a publicly listed company on the
 Mexican Stock Exchange (BMV: UNEFON). TV Azteca recently granted Rights to its
 shareholders, including Azteca Holdings, to acquire its interest in Unefon
 under specified terms and conditions.
 
     Exchange Offer also a Consent Solicitation that will Modify Terms of Old
 Notes
     The exchange offer is also a consent solicitation for amendments to the
 terms and conditions of the existing Senior Secured Notes due 2002.
     In agreeing to the exchange offer, Noteholders will also be agreeing to
 the proposed amendments. These will allow Azteca Holdings to release
 collateral securing the old Notes, eliminate substantially all of the
 covenants governing the old Notes other than those requiring payment of
 interest and principal when due, and eliminate limitations on consolidations,
 mergers, conveyances and transfers, among other provisions. Holders of at
 least a majority of the old Notes must consent to the proposed amendments in
 order for them to be adopted.
 
     Timetable and Contacts for Additional Information
     The exchange offer and consent solicitation are being made pursuant to the
 Prospectus and Consent Solicitation dated April 2, 2001 and the related Letter
 of Transmittal and Consent, which more fully set forth the terms of the
 exchange offer and consent solicitation. The exchange offer and consent
 solicitation may be terminated or amended at any time prior to the expiration
 date, and the expiration date may be extended at Azteca Holdings' option. The
 exchange offer and consent solicitation expires at 5:00 pm, New York time, on
 May 2, 2001.
 
     Additional information concerning the terms of the exchange offer and
 consent solicitation may be obtained from:
 
     Dealer Manager and Solicitation Agent
 
       * Bear, Stearns & Co.   Matt Riez       (800) 999-2000 ext. 0545 or
                                               (212) 272-0545
 
     Exchange Agent
       * US Trust Company      Alex Popovich   (800) USTRUST
                                               (212) 852-1638
 
     Information Agent
       * Malcon Proxy Advisors Ed McCarthy     (800) 475-9320
                                               (212) 843-8500
 
     Company
       * Investor Inquiries    Bruno Rangel    (011-525) 420-9167
       * Media Inquiries       Oscar Arguelles (011-525) 420-1313 x 1585
 
      A registration statement relating to these securities has been filed with
 the Securities and Exchange Commission. These securities may not be exchanged
 or sold, nor may offers to exchange or offers to buy be accepted prior to the
 time the registration statement becomes effective. This press release shall
 not constitute an offer to exchange, sell, or the solicitation of an offer to
 exchange or buy, nor shall there be any exchange or sale in any state in which
 such offer, exchange, solicitation, or sale would be unlawful prior to
 registration or qualification under the securities act of any such state.
 
     Company Profiles
     Azteca Holdings, S.A. de C.V. is a holding company whose principal asset
 is approximately 57 percent of the shareholder equity of TV Azteca.
 
     TV Azteca is one of the largest producers of Spanish programming in the
 world, and one of two broadcast television companies in Mexico, operating two
 national television networks, Azteca 13 and Azteca 7, through more than 250
 owned-and-operated stations located throughout Mexico. TV Azteca also operates
 a national broadcast television network in El Salvador. TV Azteca affiliates
 include Unefon, one of Mexico's leading cellular companies; Todito.com, an
 Internet portal for North American Spanish speakers; and Azteca America, a new
 broadcast television network focused on the rapidly growing US Hispanic
 market.
 
     Except for historical information, the matters discussed in this press
 release are forward-looking statements and are subject to certain risks and
 uncertainties that could cause actual results to differ materially from those
 projected. Completion of any of the transactions discussed in this
 communication are subject to developments in the Mexican, US, and other debt
 or equity markets, interest rate fluctuations, foreign exchange fluctuations,
 conditions within the global media and telecommunications industries, Mexican
 governmental regulatory actions, and political developments within Mexico.
 Other risks that may affect TV Azteca or Azteca Holdings are identified in TV
 Azteca's Form 20-F, Azteca Holdings Form F-4, and other filings with the US
 Securities and Exchange Commission.
 
 SOURCE  TV Azteca, S.A. de C.V.