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With reference to the public announcements by América Móvil, S.A.B. de C.V. of May 7, 2012, by AMOV Europa B.V. of May 29, 2012, and by América Móvil, S.A.B. de C.V. and AMOV Europa B.V. of May 31, June 11, June 12, June 13, June 18, June 20, and June 21, 2012, this is a public announcement by América Móvil, S.A.B. de C.V. and AMOV Europa B.V. pursuant to Section 4 paragraph 1, Section 4 paragraph 3 and Section 13 paragraph 1 of the Takeover Decree (Besluit openbare biedingen Wft) relating to the partial offer for ordinary shares in Koninklijke KPN N.V. that was announced by AMOV Europa B.V., an indirect 100% subsidiary of América Móvil, S.A.B. de C.V., on May 29, 2012 (the "Offer"). Reference is made to the offer memorandum relating to the partial offer made by AMOV Europa B.V. as published on May 29, 2012 on www.americamovil.com (the "Offer Memorandum"). Defined terms shall have the meanings ascribed to them in the Offer Memorandum. This announcement does not constitute a public offer to sell or the solicitation of an offer to buy or subscribe for any securities.
The Offer is subject to Dutch disclosure and procedural requirements, which are different from those of the United States. To the extent permissible under applicable law or regulation, América Móvil, S.A.B. de C.V., AMOV Europa B.V. and their affiliates or brokers (acting as agents for América Móvil, S.A.B. de C.V., AMOV Europa B.V. or their affiliates) may from time to time after the date hereof, directly or indirectly purchase, or arrange to purchase, ordinary shares of Koninklijke KPN N.V. that are subject to the Offer, or any securities that are convertible into, exchangeable for or exercisable for such shares. To the extent information about such purchases or arrangements to purchase is made public in The Netherlands, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Koninklijke KPN N.V. of such information. In addition, the financial advisors to América Móvil, S.A.B. de C.V., may also engage in ordinary course trading activities in securities of Koninklijke KPN N.V., which may include purchases or arrangements to purchase such securities.
Mexico City, Mexico, June 26, 2012 -- América Móvil, S.A.B. de C.V. (BMV: AMX; NYSE: AMX; NASDAQ: AMOV; LATIBEX: XAMXL), and AMOV Europa B.V. announce that today AMX has entered into a number of transactions in Shares, including four transactions outside regular market trading within the meaning of Section 13 paragraph 1 of the Takeover Decree, details of which are set out in the table below.
Transactions outside regular market trading within the meaning of Section 13 paragraph 1 of the Takeover Decree | |
Volume of Shares |
Price in EUR |
9,425,853 |
7.55 |
3,000,000 |
7.52 |
4,500,000 |
7.55 |
2,500,000 |
7.52 |
Taking into account the transactions entered into today, both in and outside regular market trading, and other transactions entered into in regular market trading following the public announcement by AMX of June 21, 2012, AMX currently holds 332,243,130 Shares, representing 23.43% of all Issued and Outstanding Shares.
AMX confirms that the Acceptance Period during which Shareholders may tender their Shares under the Offer expires tomorrow, June 27, 2012 at 17:30 hours CEST. Subject to any further transactions in Shares by AMX prior to June 27, 2012, 17:30 hours CEST, the maximum number of Shares that may be accepted by the Offeror under the Offer as of today is therefore 61,039,870, representing 4.30% of all Issued and Outstanding Shares. Any Shares purchased by AMX prior to June 27, 2012, 17:30 hours CEST will be deducted from this Maximum Acceptance Number.
Any Shares tendered to the Offeror in excess of the Maximum Acceptance Number will be scaled-down in accordance with the procedures set out in the Offer Memorandum.
The Offeror will announce within three (3) Business Days from June 27, 2012 that it will declare the Offer unconditional (gestand wordt gedaan) in accordance with article 16 paragraph 1 of the Takeover Decree and Section 4.6 of the Offer Memorandum.
About AMX
AMX is the leading provider of wireless services in Latin America. As of March 31, 2012, it had 246 million wireless subscribers and 59.7 million fixed revenue generating units in the Americas.
Legal Disclaimer. This press release contains certain forward-looking statements that reflect the current views and/or expectations of AMX 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.
AMÉRICA MÓVIL, S.A.B. DE C.V. | ||
By: |
/S/ Alejandro Cantú Jiménez
| |
Name: Title: |
Alejandro Cantú Jiménez
Attorney-in-fact |