UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement under Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. ____)
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TELMEX INTERNACIONAL, S.A.B. DE C.V.
(Name of Subject Company)
TELMEX INTERNACIONAL, S.A.B. DE C.V.
(Names of Persons Filing Statement)
American Depositary Shares (L Share ADSs), each representing 20 Series L Shares
American Depositary Shares (A Share ADSs), each representing 20 Series A
Shares
(Title of Class of Securities)
879690105 for L Share ADSs
879690204 for A Share ADSs
(CUSIP Number of Class Securities)
Rafael Robles Miaja
Bufete Robles Miaja, S.C.
Bosque de Alisos 47 A PB A2 01
Bosques de las Lomas
México, D.F. 05120, México
(5255) 5540-9225
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing
statement)
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Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Item 1.
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Subject Company Information
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The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (the Schedule 14D-9)
relates is Telmex Internacional, S.A.B. de C.V. (Telmex Internacional or the Company), a
sociedad anónima bursátil de capital variable
organized under the laws of Mexico, with its principal executive
offices at Avenida de los Insurgentes 3500, Colonia Peña Pobre, Delegación Tlalpan, 14060 México, D.F., México. The telephone number of Telmex Internacional at this location is 52 (55) 5223-3200.
The title of the classes of equity securities to which this Schedule 14D-9 relates is the Companys Series A Shares, without par
value (the TII A Shares), including TII A Shares represented by American Depositary Shares (the TII A ADSs) and the Companys Series L Shares, without par value (the TII L Shares), including TII L Shares
represented by American Depositary Shares (the TII L ADSs and together with the TII A ADSs, the TII ADSs). Each TII A ADS represents 20 TII A Shares, with the TII L ADSs in turn evidenced by American Depositary Receipts. Each
TII L ADS represents 20 TII L Shares, with the TII L ADSs in turn evidenced by American Depositary Receipts. The TII A Shares, TII A ADSs, TII L Shares and TII L ADSs are hereby collectively referred to as TII Securities. As of
May 15, 2010, there were 97,437,900 TII A Shares outstanding, of which 4,871,895 were held in the form of ADSs, and 4,479,587,900 of TII L Shares outstanding, of which 223,979,395 were held in the form of ADSs.
Item 2.
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Identity and Background of Filing Person
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The name, business address and telephone number of Telmex Internacional, which is the person filing this Schedule 14D-9, are set forth in
Item 1 above.
This Schedule 14D-9 relates to a tender offer in the United States (the U.S. Offer) made by
América Móvil, S.A.B. de C.V., a Mexican
sociedad anónima bursátil de capital variable
(América Móvil or the Purchaser) to purchase or exchange TII Securities for cash or
Series L Shares of América Móvil, without par value (AMX L Shares) including AMX L Shares represented by American Depositary Shares (AMX L ADSs and, together with the AMX L Shares, the AMX
Securities). The Purchaser is also making a concurrent tender offer in Mexico (the Mexican Offer and, together with the U.S. Offer, the TII Offer) on the same terms and conditions in all material respects as the U.S.
Offer.
On May 11, 2010, the Purchaser filed a Tender Offer Statement on Schedule TO (the Tender Offer
Statement) with the United States Securities and Exchange Commission (the Commission) with respect to the U.S. Offer. The Tender Offer Statement was executed by the Purchaser, as Offeror and by Carlos Slim Helú, Carlos Slim
Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the Slim Family) as the Ultimate Controlling Persons of the Offeror. The
information set forth in this Item 2 is based solely on information contained in the Tender Offer Statement and does not purport to be a complete summary of the information contained therein. Shareholders are urged to read the Tender Offer
Statement in its entirety.
Pursuant to the U.S. Offer, the Purchaser has offered to purchase or exchange (a) either Ps.
11.66 in cash, to be paid in U.S. dollars, or 0.373 AMX L Shares for each TII A Share or TII L Share properly tendered and (b) either Ps. 233.20 in cash, to be paid in U.S. dollars, or 0.373 AMX L ADSs for each TII A ADS or TII A ADS properly
tendered. The U.S. Offer is open to all holders of TII L Shares and TII A Shares resident in the United States and to all holders of TII ADSs irrespective of residency. The purchase price for the TII Securities tendered in the U.S. Offer will be
paid in U.S. dollars.
Holders of TII L Shares or TII A Shares who wish to receive Mexican pesos must tender their shares into
the Mexican Offer. Holders of TII ADSs who wish to receive Mexican pesos must surrender their TII ADSs to J.P. Morgan Chase Bank N.A., the depositary for the TII ADS, take delivery of the underlying TII L Shares or TII A Shares and tender those
shares into the Mexican Offer. Holders may have to pay fees and charges to the depositary for cancellation of the TII ADSs and to obtain delivery of the underlying shares.
As of March 8, 2010, Carso Global Telecom, S.A.B. de C.V. (CGT) owned 60.7% of the outstanding shares of Telmex
Internacional. Based on beneficial ownership reports filed with the SEC, the Slim Family may be
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deemed to control CGT. In addition to the TII Offer, América Móvil is making a separate concurrent offer (the CGT Offer) for all of the outstanding Series A-1 shares of
CGT.
The principal offices of América Móvil are located at Lago Alberto 366, Edificio Telcel I, Colonia
Anáhuac, Delegación Miguel Hidalgo, 11320, México D.F., México. Their telephone number at this location is (5255) 2581-4449.
The principal business address of the Slim Family is Paseo de las Palmas 736, Colonia Lomas de Chapultepec, México, D.F.,
México, 11000 and the business telephone number is +52 55 5625-4904.
Item 3.
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Past Contacts, Transactions, Negotiations and Agreements
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Except as described in this Item 3, on the date of the filing of this Schedule 14D-9, there is no material agreement, arrangement or
understanding or any actual or potential conflict of interest between Telmex Internacional or its affiliates, on the one hand, and the Purchaser, its affiliates or América Móvils executive officers or directors, on the other.
Directors and Executive Officers
Telmex Internacionals board of directors consists of 11 members: Carlos Slim Domit, Louis C. Camilleri, Laura Diez Barroso
Azcárraga, Arturo Elías Ayub, Roberto Kriete Ávila, Francisco Medina Chávez, Fernando Solana Morales, Antonio del Valle Ruiz, Oscar Von Hauske Solís, Michael W. Bowling and Rayford Wilkins, Jr. Oscar VonHauske is
also Chief Executive Officer of Telmex Internacional.
Rayford Wilkins, Jr. is also a member of the board of directors of
América Móvil. Laura Diez Barroso Azcárraga is a member of the board of directors of Grupo Financiero Inbursa, S.A.B. de C.V. (Grupo Financiero Inbursa), which may be deemed to be controlled by the Slim Family.
Arturo Elías Ayub is Head of Strategic Alliances, Communications and Institutional Relations at Teléfonos de México, S.A.B. de C.V. (Telmex) and member of the board of directors at CGT, which may be deemed to be an
affiliate of America Móvil. América Móvil is offering to acquire the shares of CGT through the CGT Offer.
Carlos Slim Domit is a member of the Slim Family. Arturo Elias Ayub is married to a member of the Slim Family.
Carlos Slim Domit (chairman of the board of directors of Telmex Internacional) together with certain other members of Carlos Slim
Helús immediate family, are the main shareholders of CGT, and may be deemed to have beneficial ownership of 6,000.0 million Telmex Internacional Series AA Shares, 92.8 million TII A Shares, and 5,038.2 million TII L
Shares held by CGT and other companies that are under common control with Telmex Internacional. Telmex Internacional is not aware of any other director, alternate director or executive officer that holds more than one percent of any class of shares
of Telmex Internacional.
As a result of the securities ownership, employment relationships and business and family
affiliations described in the preceding paragraphs, certain of Telmex Internacionals directors and executive officers may be deemed to have a direct interest in the TII Offer. The members of the board of directors of Telmex Internacional who
are also shareholders of Telmex Internacional announced their decision to participate in the TII Offer under the terms announced by América Móvil and assuming that the economic and market conditions remain stable.
Ordinary-Course Transactions with Related Parties
Telmex Internacional engages in transactions with entities that like it, may be deemed to be controlled, directly or indirectly, by the
Slim Family. These entities include (a) Telmex and certain subsidiaries of Telmex, (b) América Móvil and its subsidiaries, (c) Grupo Carso, S.A.B. de C.V. (Grupo Carso) and its subsidiaries and (d) Grupo
Financiero Inbursa and its subsidiaries. In addition, we enter into transactions with our shareholder AT&T International.
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Telmex Internacional completes international traffic in Brazil, Colombia, Argentina, Chile,
Peru and Ecuador from Telmex and América Móvil and their subsidiaries. Telmex completes international traffic from Telmex Internacional in Mexico. The subsidiaries of América Móvil in Latin America and the Caribbean
complete international traffic from Telmex Internacional through América Móvils cellular networks.
In
Brazil, Embratel Participações S.A. (Embratel), a subsidiary of Telmex Internacional, provides telecommunications services in the same geographical markets as subsidiaries of América Móvil that operate under
the brand name Claro. As a result, Embratel and América Móvil have extensive operational relationships. Embratel, as a local and long distance service provider, and Claro, as a mobile service provider, interconnect each others
traffic and make use of each others networks. Embratel also transports Claros traffic and leases lines to Claro. Through its subsidiary BrasilCenter, Embratel provides call center services to Claro. América Móvil also
provides interconnection to its cellular network in the other countries in South America where Telmex Internacional has operations. Additionally, in these other countries, Telmex Internacional provides private circuits and long distance services to
the subsidiaries of América Móvil.
In Mexico, Telmex Internacional publishes Telmexs white pages
telephone directories. Telmex provides Telmex Internacional access to its customer database for use in Telmex Internacionals yellow pages directories and Telmex handles billing and collection of payments from customers advertising in Telmex
Internacionals yellow pages directories.
Transactions with Grupo Carso include the purchase of network construction
services and materials and, in Brazil, the sale of services and the leasing of facilities to Grupo Carso. Transactions with Grupo Financiero Inbursa include financial services and insurance.
Item 4.
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The Solicitation or Recommendation
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Under Telmex Internacionals bylaws, the board of directors is required to determine whether it will authorize an existing
shareholder to make an offer for the acquisition of 10% or more of the issued and outstanding shares of Telmex Internacional or that would result in a change of control of Telmex Internacional. In addition, under Mexican law, a companys board
of directors is required to determine whether a tender offer for shares of the company is fair from a financial perspective to the companys shareholders. Mexican law does not require the board of directors to make a recommendation to
shareholders with respect to tendering in any tender offer.
In connection with the announcement of the TII Offer, on
January 13, 2010, América Móvil delivered a letter to the board of directors of Telmex Internacional requesting their authorization for América Móvils commencement of the TII Offer, as required by Telmex
Internacionals bylaws in the event that a shareholder intends to make an acquisition of shares that would result in a change of control of Telmex Internacional. The letters also provided the additional information required by each
companys bylaws to be provided by any person interested in making an offer or acquiring 10% or more of the issued and outstanding shares of the company.
On January 14, 2010, the members of the board of directors of Telmex Internacional unanimously by written resolution voted to
authorize América Móvil to commence proceedings to launch the offer for TII Securities, under the provisions of Telmex Internacionals by-laws. The board reserved its right to make a recommendation to Telmex Internacional
shareholders regarding the TII Offer. The board also unanimously authorized the officers to engage a financial advisor to provide an opinion on the fairness of the transaction to the audit committee of Telmex Internacional. Messrs. Carlos Slim Domit
and Arturo Elias Ayub did not participate in the vote due to potential conflicts of interest but each joined in the decision of the other directors.
On March 19, 2010, the board of directors of Telmex Internacional resolved to inform Telmex Internacional shareholders that it
believed the consideration offered in the TII Offer was fair, from a financial point of view, to shareholders of Telmex Internacional. In making this determination, the board of directors of Telmex Internacional took into consideration the oral
opinion rendered at such meeting by Merrill Lynch to the board of directors of Telmex Internacional, and subsequently confirmed in writing, that as of that date and based upon and subject to the factors and assumptions set forth in the opinion, the
consideration to be received in the TII Offer by holders of the TII Securities (other than CGT and its affiliates) was fair, from a financial point of view, to such holders. Messrs. Carlos Slim Domit and Arturo Elias Ayub did not participate in the
vote due to the fact that
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potential conflicts of interest could be perceived but each joined in the decision of the other directors. The board of directors of Telmex Internacional has not made a recommendation to holders
of TII Securities as to whether or not holders of TII Securities should participate in the TII Offer, as no such recommendation is required to be made under Mexican law or Telmex Internacionals bylaws.
Intent to Tender
The members of the board of directors of Telmex Internacional who are also shareholders of Telmex Internacional announced their decision
to participate in the TII Offer under the terms announced by América Móvil and assuming that the economic and market conditions remain stable.
Item 5.
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Person/Assets Retained, Employed, Compensated or Used
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Neither Telmex Internacional nor any person acting on its behalf has directly or indirectly employed, retained or compensated, or
currently intends to employ, retain or compensate, any other person to make solicitations or recommendations to holders of TII Securities on Telmex Internacionals behalf with respect to the TII Offer.
Item 6.
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Interest in Securities of the Subject Company
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To the knowledge of Telmex Internacional, neither Telmex Internacional nor any of its affiliates, directors or executive officers has
engaged in any transactions involving the TII Securities during the period of 60 days prior to the date hereof.
Item 7.
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Purposes of the Transaction and Plans or Proposals
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Telmex Internacional is not undertaking or engaged in any negotiations in response to the TII Offer which relate to (i) a tender
offer or other acquisition of Telmex Internacional securities by Telmex Internacional, its subsidiaries or any other person, (ii) any extraordinary transaction, such as a merger, reorganization or liquidation, involving Telmex
Internacional or its subsidiaries, (iii) any purchase, sale or transfer of a material amount of the assets of Telmex Internacional or its subsidiaries or (iv) any material change in the present dividend rate or policy, or indebtedness or
capitalization of Telmex Internacional. Telmex Internacional did not declare a dividend for 2010.
There are no transactions,
board resolutions, agreements in principle or signed contracts that have been entered into in response to the Tender Offer that relate to one or more of the matters referred to in this Item 7.
Item 8.
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Additional Information
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Exhibits
The information contained in all of the Exhibits referred to in Item 9 below is incorporated herein by reference in its entirety.
Forward Looking Statements
This Schedule 14D-9 contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These statements are based upon the current beliefs of the Companys management, as well as on assumptions
made by management based upon information currently available to it. The words believe, expect, likely and anticipate and similar expressions identify some of these forward-looking statements. These
statements are subject to various risks and uncertainties and other factors which may cause the Companys actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Should managements assumptions prove incorrect, actual results may vary materially and adversely from those anticipated or projected. Readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of their
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respective dates. The Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Documents filed
as exhibits to this Schedule 14D-9.
Exhibit No.
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(a)(1)
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Press Release, dated January 14, 2010 (incorporated by reference from the Form 6-K filed by the Company with the SEC on January 19, 2010).
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(a)(2)
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Press Release, dated February 11, 2010 (incorporated by reference from the Schedule 14D-9 filed by the Company with the SEC on February 12, 2010).
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(a)(3)
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Press Release, dated March 19, 2010 (incorporated by reference from the Schedule 14D-9 filed by the Company with the SEC on March 22, 2010).
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(a)(4)
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Press Release, dated April 19, 2010 (incorporated by reference from the Schedule 14D-9 filed by the Company with the SEC on April 19, 2010).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
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TELMEX INTERNACIONAL, S.A.B. DE C.V.
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By:
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/s/ Eduardo Alvarez Ramírez de Arellano
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Name: Eduardo Alvarez Ramírez de Arellano
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Title: General Counsel
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Dated: May 20, 2010
7
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