Maxcom Announces Extension Of The Exchange Offer And Amendments And
Supplements To Offering Memorandum And Consent Solicitation Statement
MEXICO CITY, March 27, 2013
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withdrawn in the Exchange Offer.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Common Stock, had been validly tendered and not withdrawn in the Equity Tender
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 Rule144A
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 Rule902 under the
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.
Contact: Manuel S. Perez, Mexico City, Mexico, (52 55) 4770-1170,
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