CARACAS, Venezuela, April 20 /PRNewswire/ -- The Bolivarian Republic of Venezuela (the "Republic"), acting through the Ministry of the Popular Power for Telecommunications and Information Technology, announced today the results of its previously announced tender offer to acquire the outstanding Class D shares of common stock ("Class D Shares") and American Depositary Shares, each representing seven Class D Shares ("ADSs"), of Compania Anonima Nacional Telefonos de Venezuela (CANTV) ("CANTV"). The offer was being conducted as two separate, but concurrent, tender offers to purchase (i) in Venezuela, any and all outstanding Class D Shares of CANTV (the "Venezuelan Offer"), and (ii) in the United States, any and all outstanding ADSs of CANTV (the "U.S. Offer," and together with the Venezuelan Offer, the "Offers").
The Offers expired today, Monday, April 20, 2009, at 12:30 p.m., New York City time (12:00 p.m., Caracas time). Based on information reported by the receiving and paying agent for the U.S. Offer, 1,756,769 ADSs (representing an aggregate of 12,297,383 Class D Shares and 100% of the ADSs outstanding as of the expiration date) were tendered in the U.S. Offer and not withdrawn, and based on preliminary information reported by the coordinator for the Venezuelan Offer, 336,334 Class D Shares were tendered in the Venezuelan Offer and not withdrawn. Such Class D Shares tendered in the Venezuelan Offer and the Class D Shares represented by ADSs tendered in the U.S. Offer, together with the Class B shares of common stock of CANTV held by the Ministry of the Popular Power for Telecommunications and Information Technology and the Venezuelan Economic and Social Development Fund Bank, represent an aggregate of 716,584,645 shares of common stock, or approximately 91% of the outstanding shares of common stock of CANTV. The actual number of Class D Shares tendered into the Venezuelan Offer may vary, as the Class D Shares tendered into the Venezuelan Offer are still being counted. Any such variance is expected to be immaterial. In accordance with CANTV's charter, all tendered Class D Shares and ADSs will be automatically converted to Class B Shares upon their acquisition by the Republic.
Settlement for the Class D Shares tendered in the Venezuelan Offer is expected to take place at a special session of the Caracas Stock Exchange to be held on April 24, 2009, and the Republic will be deemed to accept the ADSs tendered in the U.S. Offer at the time of such settlement. Payment for the Class D Shares and the ADSs is expected to be made no later than April 27, 2009.
As previously announced, pursuant to an agreement by and between the Republic and 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"), the ADS Depositary agreed, subject to certain proposed amendments to and the termination of the Deposit Agreement, 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. The proposed amendments and termination of the Deposit Agreement became effective on April 20, 2009 immediately prior to the expiration of the Offers. The tendered ADSs therefore represent 100% of the ADSs outstanding as of the expiration date for the Offers.
The Bank of New York Mellon acted as the Receiving and Paying Agent, and BNY Mellon Shareowner Services acted as the Information Agent for the U.S. Offer. Questions regarding the U.S. Offer and requests for documentation should be directed to BNY Mellon Shareowner Services at 1-201-680-3285 (for banks, brokers and those outside the United States only) or 1-866-221-2236 (for all others in the United States).
Notice to Investors
The Offers were made only pursuant to offers to purchase, related letters of transmittal and other related materials that the Republic made available to holders of Class D Shares and ADSs, which in the case of the U.S. Offer included an Offer to Purchase dated March 18, 2009 and the related ADS Letter of Transmittal being distributed to holders of ADSs.
CONTACT:
Jeruss Arocha
Ministerio del Poder Popular para las Telecomunicaciones y la Informatica
Tel.: +58 (0426) 518-59-13
