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América Móvil to merge with América Telecom
MEXICO CITY, Mexico, November 7, 2006 -- América Móvil, S.A. de C.V. (AMX) (BMV: AMX; NYSE: AMX; Nasdaq: AMOV; LATIBEX: XAMXL) today announced that it has commenced steps to merge with America Telecom, S.A. de C.V. (AMTEL). The merger will involve the exchange of 4.07128 AMX shares per each AMTEL share based on the asset value of AMTEL at the average price of AMX shares in the Mexican Stock Exchange over the five trading days ending November 6, less AMTEL´s net indebtedness.
AMTEL is a holding company with a controlling interest in AMX and its shares trade on the Mexican Stock Exchange. As of October 31, 2006, AMTEL held 14,630 million shares of AMX, representing 40.74% of the outstanding capital stock of AMX, including 7,587,453,264 AA shares and 7,042,546,736 L shares. Its net indebtedness was equivalent to approximately US$1.28 billion. Other than cash or equivalent investments, AMTELs only asset is AMX stock.
As a consequence of the proposed merger, AMX will cancel, on a net basis, approximately 600 million outstanding L shares and will assume AMTEL´s net indebtedness.
The merger will (i) lead to the elimination of the dual holding structure that currently exists; this will result in the concentration of all investment and strategic decisions concerning AMXs business and operations at AMX corporate bodies where all shares are represented; (ii) increase by approximately US$1.16 billion the amount by which AMX may repurchase shares or distribute dividends without incurring additional taxes; (iii) result in the elimination of the corresponding management fee; and (iv) increase the float of AMX shares, as the number of AMX shares previously held by AMTELother than the controlling shareswill go back into circulation (except for the approximately 600 million L shares that will be canceled).
The merger announced herein is subject to approval by the Shareholders Meetings of each of AMX and AMTEL, governmental approvals and other customary conditions. Credit Suisse Securities USA LLC (Credit Suisse) has acted as financial advisor to AMX in connection with the proposed exchange ratio for the merger. If approved, the merger will be consummated during the first quarter of 2007.
This press release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities in the United States, if any, will be made by means of a prospectus that may be obtained from AMX and that will contain detailed information about AMX and its management, as well as financial statements.
About AMX
AMX is the leading provider of wireless services in Latin America. As of September 30, 2006 it had over 113 million wireless subscribers and 2 million fixed wire-lines in the Americas.
Legal Disclaimer
This press release contains certain forward-looking statements that reflect the current views and/or expectations of the Company and its management with respect to its performance, business and future events. We use words such as believe, anticipate, plan, expect, intend, target, estimate, project, predict, forecast, guideline, should and other similar expressions to identify forward-looking statements, but they are not the only way we identify such statements. Such statements are subject to a number of risks, uncertainties and assumptions. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in this release. AMX is under no obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
AMERICA MOVIL, S.A. DE C.V.
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By: | /S/
Carlos Garcia Moreno
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Name: Title: |
Carlos Garcia Moreno
Chief Financial Officer
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