By Nicole Lundeen
VIENNA--Mexican telecommunications heavyweight America Movil,
owned by Carlos Slim, published Thursday its anticipated roughly
1.4 billion euro ($1.92 billion) takeover offer for Telekom Austria
AG (TKA.VI).
America Movil, Telekom Austria's second largest shareholder
through its Dutch subsidiary Carso Telecom B.V. with just under
27%, signed a shareholder agreement last month with Telekom
Austria's largest shareholder--the Austrian government's
privatization and holding company Oesterreichische Industrieholding
AG, or OeIAG--triggering a mandatory takeover offer under Austrian
law.
Thursday's published takeover offer confirms most of the
preliminary details of the agreement.
America Movil is offering to buy all outstanding regular shares
of Telekom Austria, not owned by itself, Carso Telecom, OeIAG or
Telekom Austria for EUR7.15 a share, above the minimum requirement
of EUR6.47, the documents said.
In all, America Movil is offering to buy approximately 197.9
million shares, or just under 45% of Telekom Austria's share
capital.
Should all the shares be tendered, American Movil would be
paying around EUR1.41 billion, not including a planned EUR1 billion
capital increase, America Movil said. The offer will run eight
weeks starting May 15 and is subject to regulatory approval.
In the takeover documents, America Movil said the previously
announced EUR1 billion capital increase for Telekom Austria is
planned for the second-half of 2014 or the first half of 2015,
"markets permitting". OeIAG, which holds just under 28% of Telekom
Austria's shares, will participate in the capital increase, America
Movil said.
"A capital increase will support Telekom Austria's capital
structure," America Movil said, adding it will also "position
Telekom Austria to benefit from investment opportunities arising in
the countries in which it currently operates and in emerging
markets in Central and Eastern Europe."
Telekom Austria is active in eight countries in Central and
Eastern Europe, with around 23 million customers. In addition to
fixed-line and mobile telephone services, Telekom Austria's product
portfolio also includes broadband internet, cable TV, IT solutions
and mobile-payment solutions, or payments made with a mobile
phone.
The shareholder agreement between America Movil and the OeIAG
gives operational control of Telekom Austria to America Movil,
including the right to nominate the chief financial officer and
chief operating officer as well as 8 of the 10 board of
supervisors, America Movil said. In exchange, the OeIAG retains
certain veto rights as long as its share in Telekom Austria doesn't
drop below 25% plus one share. The takeover documents confirm that
Telekom Austria will remain headquartered in Austria, listed on the
Vienna Stock Exchange and will operate under its existing
brands.
America Movil first bought shares in Telekom Austria two years
ago. At roughly the same time, it took a stake in the Dutch
telecommunications company Royal KPN. While Mr. Slim and his
company were rebuffed in their takeover attempt of KPN, he has had
a warmer welcome in Austria.
Among the reasons for the takeover, America Movil said it "will
explore existing and new opportunities to expand Telekom Austria's
business" and to "facilitate greater operation co-operation and
co-ordination between the America Movil Group and the Telekom
Austria Group."
Write to Nicole Lundeen at Nicole.Lundeen@wsj.com
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