TEO Telecom Argentina SA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

TELECOM ARGENTINA S.A.

(Name of Subject Company (Issuer))

CABLEVISIÓN HOLDING S.A.

(Names of Filing Persons (Offerors))

CLASS B SHARES, par value 1 Peso per share

(Title of Class of Securities)

879273209

(CUSIP Number)

Sebastián Bardengo
c/o Cablevisión Holding S.A.
Tacuarí 1842, 4 th  Floor
1139 Buenos Aires
Republic of Argentina
+54 (11) 4309-3417

With a copy to:

Andrés de la Cruz, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

CALCULATION OF FILING FEE

* No filing fee is required because the filing contains only preliminary communications made before the commencement of a tender offer.

o             Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

x           Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x           third party tender offer subject to Rule 14d-1.

o             issuer tender offer subject to 13e-4.

x           going-private transaction subject to Rule 13e-3.

o             amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o             Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

x           Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Explanatory Note

This Tender Offer Statement on Schedule TO supplements the Tender Offer Statements on Schedule TO filed with the United States Securities and Exchange Commission from time to time (the “ Schedule TO ”) by Cablevisión Holding S.A., a sociedad anónima organized under the laws of Argentina, (“ CVH ”). The Schedule TO relates to a possible tender offer by CVH for all or a portion of the Class B shares, P$1.00 par value per share, of Telecom Argentina, S.A. (“ Telecom ”), an Argentine corporation (the “ Shares ”).  The Schedule TO is hereby supplemented as follows:

On June 10, 2019, CVH was served with notice of an injunction (the “ Injunction ”) rendered on May 9, 2019 in the case “Burgueño Daniel a / EN-CNV a / Injunction (Autonomous)” (File No. 89537/2018) pending before the Federal Contentious Administrative Court No. 1, Secretariat No. 1, suspending the process relating to the mandatory tender offer to acquire shares of Telecom, initiated by CVH before the CNV, until the CNV resolves on the applicability of Resolution No. 779/18 or the expiration of the term contemplated in section 5 of Law No. 26,854 governing injunctions. An English-language free translation of the relevant excerpts of the injunction is attached as Exhibit 99.1.

If the relevant provisions of Resolution No. 779/18, which exclude from the mandatory tender offer regime certain mergers involving companies with publicly traded shares, are determined to be applicable to CVH’s acquisition of control in Telecom as a result of Cablevisión S.A.’s merger into Telecom, CVH would not be subject to an obligation to promote and formulate the tender offer for shares of Telecom as well as any other limitation arising as a result of such obligation.

On May 6, 2019, the Federal Civil and Commercial Court No. 3 in re “Cablevisión Holding S.A. v. Argentine Securities Commission on Injunctions” (File No. 7998/2018) had ordered an extension of the injunction separately obtained by CVH for a term of three additional months as from its expiration date.  An English-language free translation of the relevant excerpts of the injunction is attached as Exhibit 99.2.

The tender offer described in this communication has not yet commenced. This communication is provided for informational purposes only and does not constitute an offer to purchase or solicitation of an offer to sell any securities. If required by applicable law and solely upon the fulfilment of certain essential requirements outlined therein, CVH intends to file with the U.S. Securities and Exchange Commission a Tender Offer Statement and related materials on Schedule TO, and Telecom would file a Solicitation Recommendation on Schedule 14D-9. Holders of the Shares and American Depository Receipts representing the Shares are encouraged to read carefully such documents when they become available, and as they may be amended from time to time, before any decision is made with respect to the potential offer, because they will contain important information. If and when filed, such documents will be available free of charge at the website of the U.S. Securities and Exchange Commission — www.sec.gov. In addition, if and when filed, CVH will provide copies of such documents free of charge to holders of the Shares.

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