Extension of the Tender Offer for Securities of Maxcom
MEXICO CITY, April 11, 2013
MEXICO CITY, April 11, 2013 /PRNewswire/ -- (NYSE: MXT, BMV: MAXCOM.CPO).
Maxcom Telecomunicaciones, S.A.B. de C.V. ("Maxcom" or the "Company") today
announced that Ventura Capital Privado S.A. de C.V. ("Ventura"), on behalf of
Trust Number 1387 (the "Trust" and, collectively with Ventura, Javier Molinar
Horcasitas and Enrique Castillo Sanchez Mejorada, the "Purchaser") has
extended its tender offer to purchase for cash all of the outstanding Series A
Common Stock (the "Shares"), including such shares represented by ordinary
participation certificates (certificados de participacion ordinarios) ("CPOs")
and American Depositary Shares ("ADSs" and collectively with the Shares and
the CPOs, the "Securities"), of Maxcom. The tender offer, which was scheduled
to expire at 12:00 midnight, New York City time on Wednesday, April 10, 2013,
has been extended until 12:00 midnight, New York City time, on April 24, 2013,
unless further extended in accordance with the terms of the tender offer.
Based on the preliminary count by the depositary for the tender offer,
Securities representing approximately 354,540,391 shares of Maxcom's Series A
Common Stock, or approximately 44.8713% of the total outstanding Series A
Common Stock (including 39,318 ADSs) had been tendered prior to the
announcement of the extension. The extension to April 24, 2013 was made to
accommodate the timetable for the simultaneous exchange offer for any and all
outstanding Maxcom's 11% Senior Notes due 2014 (the "Old Notes") for Maxcom's
Step‐Up Senior Notes due 2020 ("Exchange Offer").
In addition, Maxcom has announced that it has increased the minimum tender
condition in the Exchange Offer from 61.44% to 80%, subject to its right, in
its sole discretion, to decrease the minimum tender condition to 75.1% without
extending the Exchange Offer or granting withdrawal rights, the Exchange Offer
has been extended three times and as a result has remained open longer than
anticipated, and since the Exchange Offer and the Equity Tender Offer have not
been consummated to date, Maxcom has not yet received the capital contribution
the Purchaser agreed to make in connection with the Equity Tender Offer.
During the period that the Exchange Offer has remained open, Maxcom's
operational and financial viability has further deteriorated in light of not
having received the capital contribution from the Purchaser. As of March 31,
2013, Maxcom's cash and temporary investment balance was Ps. 102.9 million
(US$ 8.3 million). If the Exchange Offer is not consummated and Maxcom does
not receive the capital contribution from the Purchaser in connection with the
Equity Tender Offer, Maxcom does not expect to be able to make the coupon
payment due on June 15, 2013 with respect to the Old Notes and Maxcom may not
be able to meet other financial obligations as they come due. If this occurs,
holders of the Old Notes and the creditors could commence involuntary
bankruptcy proceedings against Maxcom in Mexico or in the United States.
Maxcom currently intends to implement a restructuring if the Exchange Offer is
not consummated by commencing voluntary cases under Chapter 11 of the United
States Bankruptcy Code through a plan of reorganization, seeking expedited
confirmation of a plan of reorganization or seeking other forms of bankruptcy
relief, all of which involve uncertainties, potential delays, reduced payments
to all creditors (including holders of the Old Notes) and litigation risks.
A restructuring may be protracted and contentious and disruptive to Maxcom's
business and could materially adversely affect Maxcom's relationships with its
customers, suppliers and employees who may terminate their relationships with
Maxcom. A restructuring would also cause Maxcom to incur significant legal,
administrative and other professional expenses. No assurances can be given
that any such restructuring will be successful or that holders of Maxcom's
debt obligations or equity securities will not have their claims or interests
significantly reduced, converted into equity or eliminated. If a restructuring
is not successful, Maxcom may be forced to liquidate its business and assets.
The board of directors of Maxcom has approved the engagement of, and the
Maxcom has engaged, counsel to advise it on a Chapter 11 reorganization and
authorized preparatory activities related to a restructuring, including the
negotiating of a plan support agreement and a Chapter 11 plan term sheet with
certain of the holders of the Old Notes during the pendency of the Exchange
Offer. A restructuring through Chapter 11, or otherwise, could have a material
adverse affect on the interests of holders of the Securities, including the
potential cancellation of such Securities.
Maxcom's ability to continue as a going concern depends upon the consummation
of our recapitalization transactions, including the consummation of the
exchange offer and the receipt of the capital contribution from the Purchaser,
or on Maxcom's ability to otherwise raise additional capital or restructure
its capital structure. Maxcom may not be able to satisfy its liquidity and
working capital requirements or restructure its capital structure. Although
Maxcom's consolidated financial statements do not currently include any
adjustments that might result from the outcome of this uncertainty, Maxcom's
auditors may conclude there is substantial doubt as to our ability to continue
as a going concern.
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.
For more information contact: Manuel S. Perez
Mexico City, Mexico
(52 55) 4770-1170
This document may include forward-looking statements that involve risks and
uncertainties, including, without limitation, statements regarding the
Company's proposed recapitalization, the Company's ability to continue
operations during the pendency of a restructuring, the potential effects of a
restructuring and the effects of such a restructuring on the Company's
outstanding debt and equity securities. Such forward-looking statements are
subject to risks, uncertainties and other factors, including those detailed
from time to time in the Company's U.S. Securities and Exchange Commission
filings, which could cause the actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. 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.
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