Maxcom Announces Amendments And Supplements To Offering Memorandum And Consent Solicitation Statement Dated February 20, 2013
MEXICO CITY, March 1, 2013 /PRNewswire/ — (NYSE: MXT, BMV: MAXCOM.CPO) – Maxcom Telecomunicaciones, S.A.B. de C.V. (“Maxcom” or the “Company”) today announced that it has 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 and the withdrawal date to 5:00 p.m. New York City Time on March 13, 2013 and is extending the expiration date to 5:00 p.m. New York City time on March 27, 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 and, under Mexican law, must be extended by at least five business days if extended at all. As a result, the expiration date of both the Exchange Offer and the Equity Tender Offer is being extended by five business days to March 27, 2013.
The exchange agent for the Exchange Offer has advised the Company that as of 5:00 p.m., New York City Time, on February 28, 2013, no Old Notes had been tendered or withdrawn pursuant to the Exchange Offer. No tenders would be expected at this early stage of the Exchange Offer process.
In addition, the Company is also amending and supplementing the Exchange Offer in order to (i) clarify that the Company will not consummate the Exchange Offer unless the Equity Tender Offer is consummated simultaneously, which triggers a binding obligation of the purchaser in the Equity Tender Offer to make a capital contribution to Maxcom, which capital contribution will be in the amount of approximately US$45 million, (ii) provide that the minimum principal amount of the Old Notes that must be tendered in order to participate in the Exchange Offer is US$2,000 and (iii) provide information about the Company’s unaudited year-end and fourth quarter financial information for 2012.
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 Rule 144A 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 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 Offer and consent solicitation is being made solely by means of the Offering Memorandum and Consent Solicitation Statement and Letter of Transmittal.
Maxcom, 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.