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CANTV Issues Statement Regarding Tender Offer by the Bolivarian Republic of Venezuela

Posted on: Wednesday, 18 March 2009, 14:28 CDT

CARACAS, Venezuela, March 18 /PRNewswire/ -- Compania Anonima Nacional Telefonos de Venezuela (CANTV) ("CANTV") announced today that its board of directors has decided to remain neutral and make no recommendation regarding concurrent tender offers being commenced on March 18, 2009, by the Bolivarian Republic of Venezuela, acting through the Ministry of the Popular Power for Telecommunications and Information Technology (the "Venezuelan Republic") in the United States and Venezuela. The Board believes the decision regarding participation in the tender offers is an individual one and should be made by holders of ADSs and Class D Shares based on their own evaluation of the tender offer documents and the advice of any financial, legal and/or tax advisors they may decide to consult. Copies of the Board's statement are being distributed or otherwise made available to holders of ADSs and Class D Shares.

In the tender offers, the Venezuelan Republic is offering to acquire (i) in the United States, any and all outstanding American Depositary Shares of CANTV ("ADSs"), each representing seven shares of Class D common stock of CANTV ("Class D Shares"), for US$11.27 in cash per ADS, and (ii) in Venezuela, any and all outstanding Class D Shares for the Bolivar equivalent of US$1.61 per share, calculated at the official exchange rate in the Venezuelan Republic for the sale of U.S. dollars by the Venezuelan Central Bank, Banco Central de Venezuela, in effect on the date on which the sale and purchase transactions in the tender offer for the Class D Shares are completed in a special session of the Caracas Stock Exchange.

Also as previously announced, CANTV has instructed The Bank of New York Mellon, as depositary (the "ADS Depositary") under the Amended and Restated Deposit Agreement, dated September 10, 2000, under which CANTV's ADSs are issued (the "Deposit Agreement"), to terminate the Deposit Agreement with effect immediately prior to the expiration of the tender offers, and CANTV and the ADS Depositary have agreed to certain proposed amendments to the Deposit Agreement, to be entered into and become effective immediately prior to the termination of the Deposit Agreement, that would allow the ADS Depositary, for the account of ADS holders, to tender into the U.S. Offer, in the form of substitute ADSs, any and all Class D Shares that remain deposited under the Deposit Agreement following its termination.

About CANTV

CANTV, a Venezuelan corporation, is the leading Venezuelan telecommunications services provider with nearly 6.1 million switched fixed access lines in service, nearly 11.8 million mobile subscribers and nearly 900 thousand broadband subscribers as of December 31, 2008. The Company is approximately 89.4% owned by the Bolivarian Republic of Venezuela, acting principally through the Ministry of the Popular Power for Telecommunications and Information Technology.

Forward-Looking Statements:

This report contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. Actual results could differ materially from those predicted in such forward-looking statements. Factors which may cause actual results to differ materially from those discussed herein include economic considerations (which among other effects, could affect demand for telecommunications services and the ability of the Company to make collections), inflation, regulatory factors, exchange controls and occurrences in currency markets, competition, labor relations and legal proceedings. The Company undertakes no obligation to revise these forward-looking statements to reflect events or circumstances after the date hereof.

Contact CANTV Investor Relations: Alexander Sarmiento TEL: 011-58-212-500-7220 FAX: 011-58-212-500-3316 E-Mail: invest@cantv.com.ve Claudio Hernandez TEL: 011-58-212-500-4445 FAX: 011-58-212-500-3316 E-Mail: invest@cantv.com.ve Margaret Caraballo TEL: 011-58-212-500-1831 FAX: 011-58-212-500-3316 E-Mail: invest@cantv.com.ve

SOURCE Compania Anonima Nacional Telefonos de Venezuela (CANTV)

Source: PR Newswire

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