Axtel Announces Second Supplement to Exchange Offers

  Axtel Announces Second Supplement to Exchange Offers

Business Wire

SAN PEDRO GARZA GARCIA, Mexico -- January 20, 2013

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 has amended and supplemented the pending exchange offers being made by
its wholly owned subsidiary Axtel Capital, S. de R.L. de C.V. (formerly Axtel
Capital, S.A. de C.V. SOFOM E.N.R., “Axtel Capital”) 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 Senior
Secured Notes due 2020 (the “Senior Secured Notes”), Peso-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 announced last Friday, the Company has received tenders from holders of a
majority in principal amount of each series of the Old Notes in satisfaction
of the minimum tender condition. The Company has decided to further extend the
Early Tender Date to permit additional Old Notes’ bondholders to participate
in the Early Tender Date consideration now that the minimum tender condition
has been met. The Exchange Offers are expected to expire at 11:59 p.m., New
York City time, on January 28, 2013, unless either or both of them are
extended by Axtel Capital.

Mr. Felipe Canales, AXTEL´s Chief Financial Officer stated “We understand that
some bondholders were not able to tender their Old Notes by the Early Tender
Date due to administrative issues. Therefore, the extension announced will
make the Early Tender Date consideration available through the extended date."

The Exchange Offers and the terms of the New Notes are revised as follows:

Extension of Early Tender Date. The Early Tender Date is 5:00 p.m. New York
City time on January 24, 2013, unless extended or earlier terminated by Axtel

No other changes to the terms of the Exchange Offers were announced.

The consummation of the Exchange Offers and related consent solicitations are
subject to the conditions set forth in the Offer to Exchange, including, among
other things, the concurrent consummation of the sale-and-leaseback
transaction with MATC Digital, S. de R.L. de C.V., a subsidiary of American
Tower Corporation which has been previously disclosed by AXTEL, 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, 22nd Floor, New York, New York 10005, (212) 269-5550 (collect) or
(800) 967-4612 (toll free), or

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
registration or 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.

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.


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 that are made pursuant to
the safe harbor for forward-looking statements provided by the Private
Securities Litigation Reform Act of 1995. 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.


Investor Relations
Adrian de los Santos, +52(81) 8114-1128
Press spacebar to pause and continue. Press esc to stop.