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Axtel Announces Offers to Exchange Any and All of Its Outstanding 7.625% Senior Notes Due 2017 and 9.00% Senior Notes Due 2019



  Axtel Announces Offers to Exchange Any and All of Its Outstanding 7.625%
  Senior Notes Due 2017 and 9.00% Senior Notes Due 2019 for 7.00% Senior
  Secured Notes Due 2020, 7.00% Pesos-Denominated Senior Secured Convertible
  Dollar-Indexed Notes Due 2020 and Cash

Business Wire

SAN PEDRO GARZA GARCIA, Mexico -- December 26, 2012

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 its wholly owned subsidiary Axtel Capital, S.A. de C.V. SOFOM E.N.R.
(“Axtel Capital”) has commenced offers to exchange (the “Exchange Offers”) any
and all of AXTEL’s outstanding 7.625% Senior Notes due 2017 (the “2017 Notes”)
and 9.00% Senior Notes due 2019 (the “2019 Notes”, and together with the 2017
Notes, the “Old Notes”) for a combination of 7.00% Senior Secured Notes due
2020 (the “Senior Secured Notes”), 7.00% Pesos-denominated Senior Secured
Convertible Dollar-indexed Notes due 2020 (the “Convertible Dollar-indexed
Notes” and, together with the Senior Secured Notes, the “New Notes”) of AXTEL
and cash, as set forth in the table below. The Convertible Dollar-indexed
Notes are indexed to U.S. dollars and, unless a holder requests otherwise,
payable in U.S. dollars. The New Notes will mature on January 31, 2020;
provided that if on June 22, 2019, more than $125 million in aggregate
principal amount of 2019 Notes is outstanding, the New Notes will mature on
June 22, 2019.

In conjunction with the Exchange Offers, the Company commenced consent
solicitations with respect to certain proposed amendments to each of the
indentures governing the Old Notes (the “Indentures”), as discussed below. The
current aggregate principal amount of the 2017 Notes and 2019 Notes
outstanding is US$275.0 million and US$490.0 million, respectively, and the
maximum aggregate principal amount of cash, Senior Secured Notes and
Convertible Dollar-indexed Notes that will be issued in connection with the
Exchange Offers and consent solicitations is US$114.8 million, US$356.5
million and Ps. 335.5 million (or US$26.3 million, converted into U.S. dollars
at an exchange rate of 12.7777 Mexican Pesos per U.S. dollar), respectively.

                                         Consideration per $1,000 Principal Amount of Old Notes Tendered
                                                                                                       
                                         On or Prior to Early Tender Date                             After Early Tender Date
                                                   Pesos-                                                       Pesos-                  
                                                   denominated                                                  denominated
                           Outstanding             Convertible                                                  Convertible
Old Notes                  Principal     Senior    Dollar-                                            Senior    Dollar-
to be       CUSIP/ISIN     Amount        Secured   indexed                  Consent   Total           Secured   indexed                  Exchange
Exchanged   Numbers        (in           Notes     Notes(1)      Cash       Payment   Consideration   Notes     Notes (1)     Cash       Consideration
                           millions)
                                                                                                                                          
7.625%      05462GAA2
Senior      P06064AA0/
Notes due   US05462GAA22   $275.0        $466      $34           $50        $100      $650            $466      $34           $50        $550
2017        USP06064AA01                                                                                                                  
                                                                                                                                          
9.00%       05462GAC8
Senior      P06064AB8/
Notes due   US05462GAC87   $490.0        $466      $34           $50        $100      $650            $466      $34           $50        $550
2019        US
            P06064AB83
                                                                                                                                          

          This number is an approximation representing approximately Ps. 439
          principal amount of Pesos-denominated Convertible Dollar-indexed
(1)       Notes converted into U.S. dollars at the commercial exchange rate of
          Ps. 12.7777 per U.S. dollar reported by Banco de Mexico on December
          20, 2012.

The Exchange Offers are being made only to eligible holders, as described
below, pursuant to the Offer to Exchange and Consent Solicitation Statement
dated December 26, 2012 (the “Offer to Exchange”) and related Consent and
Letter of Transmittal which set forth more fully the terms and conditions of
the Exchange Offers and consent solicitations. The Exchange Offers for the Old
Notes are scheduled to expire at 11:59 p.m., New York City time, on January
28, 2013 (the “Expiration Date”), unless extended by Axtel Capital. Eligible
holders who tender their Old Notes by 5:00 p.m., New York City time, on
January 11, 2013, unless extended by Axtel Capital (such date and time, as the
same may be extended, the “Early Tender Date”), will receive the consideration
set forth in the table above. Eligible holders who validly tender their Old
Notes will be deemed to have consented to the proposed amendments to the
Indentures. Eligible holders may only withdraw their consents and tenders
prior to January 11, 2013.

Eligible holders of Old Notes who tender their Old Notes and deliver their
consents after the Early Tender Date will receive the consideration set forth
in the table above.

Holders who tender Old Notes pursuant to an Exchange Offer will also be
consenting to the proposed amendments which will amend the applicable
Indenture to eliminate substantially all of the covenants other than the
covenant to pay principal and interest when due, and will eliminate most
events of default.

The consummation of the Exchange Offers and consent solicitations are subject
to the conditions set forth in the Offer to Exchange, including, among other
things, the receipt by the Company of consents of the holders representing a
majority in aggregate principal amount of each of the 2017 Notes and the 2019
Notes, the concurrent consummation of the sale-and-leaseback transaction
described below and on other terms and conditions.

The complete terms and conditions of the Exchange Offers and consent
solicitations are described in the Offer to Exchange, copies of which may be
obtained by eligible holders by contacting D.F. King & Co., Inc., the
information agent for the exchange offers and consent solicitations, at 48
Wall Street, 22^nd Floor, New York, New York 10005, (212) 269-5550 (collect)
or (800) 967-4612 (toll free), or axtel@dfking.com.

The New Notes have not been registered under the Securities Act, or any state
securities laws, and may not be offered or sold in the United States absent an
applicable exemption from registration requirements, and will therefore be
subject to substantial restrictions on transfer.

The Exchange Offers are 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 (a) “qualified institutional buyers,” as that term is defined in Rule 144A
under the Securities Act of 1933, as amended (the “Securities Act”) or (b)
“accredited investors,” as that term is defined in Rule 501(a) under the
Securities Act, that are institutions of the types described in clauses (1),
(2), (3) and (7) of Rule 501(a) 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.

The Company also announced that the process regarding the potential asset sale
transaction with MATC Digital, S. de R.L. de C.V., a subsidiary of American
Tower Corporation (“MATC”), continues to progress. Under the current proposal,
MATC would acquire approximately 890 telecommunications sites for a purchase
price of approximately US$250 million. MATC would then lease space on these
telecommunications sites back to AXTEL for initial minimum lease terms ranging
from 6 years to 15 years depending on the technology installation at each
site. AXTEL expects its lease commitment initially to result in an additional
annual net expense to the company of approximately $20 million. The lease
payments would adjust annually based on an agreed inflation index. The parties
are still working on finalizing the legal documentation of the transaction,
and the closing would be subject to the successful consummation of the
Exchange Offers, among other closing conditions. In addition, the Company
commented that an additional amount of approximately US$20 million was drawn
down from its secured bank facility on December 4, 2012 resulting in
approximately US$80 million outstanding under this facility as of the date
hereof.

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
Offers and Consent Solicitations are being made solely by means of the Offer
to Exchange and the related Consent and Letter of Transmittal.

About AXTEL

AXTEL is a Mexican telecommunications company with significant growth in the
broadband segment, and one of the leading companies in information and
communication technologies solutions in the corporate, financial and
government sectors. The Company serves all market segments - corporate,
financial, government, wholesale and residential with the most robust offering
of integrated communications services in Mexico. Its world-class network
consists of different access technologies like fiber optic, fixed wireless
access, point to point and point to multipoint links, in order to offer
solutions tailored to the needs of its customers.

AXTEL’s shares, represented by Ordinary Participation Certificates or CPOs,
trade on the Mexican Stock Exchange under the symbol 'AXTELCPO' since 2005.

Forward-Looking Statements

This release contains certain forward-looking statements regarding the future
events or the future financial performance of AXTEL. These statements reflect
management's current views with respect to future events or financial
performance, and are based on management's current assumptions and information
currently available and are not guarantees of the Company's future
performance. The timing of certain events and actual results could differ
materially from those projected or contemplated by the forward-looking
statements due to a number of factors including, but not limited to those
inherent to operating in a highly regulated industry, strong competition,
commercial and financial execution, economic conditions, among others.

Contact:

AXTEL
Investor Relations
Adrian de los Santos, +52(81) 8114-1128
IR@axtel.com.mx
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