SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE TO
Tender Offer
Statement
Under Section 14(d)(1) or
13(e)(3) of the Securities Exchange Act of 1934
COMPAÑÍA DE
TELECOMUNICACIONES DE CHILE S.A.
(Name of Subject
Company)
Inversiones Telefónica
Internacional Holding Limitada
Telefónica, S.A.
(Names of Filing
Persons)
American Depositary Shares
(Each Representing 4 Shares of Series A Common
Stock, no par value)
(Title of Class of
Securities)
204449300
(CUSIP Number of Class of Securities)
Shares of Series A Common Stock, no par value, and
Shares of Series B Common
Stock, no par value
(Title of Class of
Securities)
n/a
(CUSIP
Number of Class of Securities)
María García-Legaz Ponce
Head of Investor Relations
Distrito C, Ronda de la Comunicación,
s/n 28050 Madrid, Spain
Tel. 011 34 91 482 870
(Name, Address and Telephone
Number of Person Authorized
to Receive Notices and
Communications on Behalf of Filing Persons)
Copy to:
Stephen G. Rooney, Esq.
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York
10019-6092
Tel.
(212) 259-8000
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee*
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not applicable
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not applicable
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A filing fee is not required in connection with this filing as
it relates solely to preliminary communications made before the
commencement of a tender offer. |
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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.
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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:
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third-party tender offer subject to
Rule 14d-1.
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issuer tender offer subject to
Rule 3e-4.
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going-private transaction subject to
Rule 13e-3.
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amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
TELEFONICA ANNOUNCES TENDER OFFER TO ACQUIRE 100% OF THE SHARES
OF COMPAÑÍA DE TELECOMUNICACIONES DE CHILE S.A.
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The offer represents a premium over 32% to all CTC’s shareholders in both Series. |
Madrid, Spain, September 11, 2008—Telefónica has announced that it is going to launch during the
next 5 business days a tender offer, through its wholly-owned subsidiary “Inversiones Telefónica
Internacional Holding Ltda.”, to acquire all outstanding shares of Compañía de Telecomunicaciones
de Chile S.A. (“CTC”) that Telefónica S.A does not already own and that amount for 55.1% of the total
outstanding shares.
The offer will be simultaneously executed, and carried out under the same terms, in Chile and in
the New York Stock Exchange and is structured as a cash offer, at a price of 1,000 Chilean Pesos
for each Series A share, and 900 Chilean Pesos for each Series B share. An equivalent offer will be
addressed to the ADR holders.
The offer implies a market premium over 32% both for A and B series, calculated according to the
Chilean regulation for this kind of transaction: i.e. using the daily average prices between the
30th and 90th day before the closing of the transaction.
The transaction will be declared successful only if at the end of the process Telefonica reaches a
minimum 75% stake in the company. As a previous requisite, CTC’s shareholders will have to approve
a change in CTC’s bylaws in order to, among others, remove the current 45% ownership restriction.
Assuming acceptance by all shareholders to whom the offer is addressed to, the transaction would
amount to 523,282 million of Chilean pesos, this is about 985 million US dollars (based on the
Observed Exchange Rate published on September 11, 2008), or about 703 million Euros.
For enquiries, please contact:
Leonardo A Cerda
Tel: +56 2 3534209
Cell.: +56 9 0799306
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares or
ADSs representing shares of CTC. The offers described in this press release have not yet
commenced. At the time the offers are commenced, Telefonica will file a tender offer statement
Schedule TO/13E-3 with the U.S. Securities and Exchange Commission (“SEC”) with respect to the U.S.
offer. All U.S. holders of shares of CTC and all holders of ADSs are advised to read the tender
offer statement. The tender offer statement will contain important information which should be
considered carefully before any decision is made with respect to the U.S. offer. The offer to
purchase included in the tender offer statement will be made available to all U.S. holders of
shares of CTC and all holders of ADSs, at no expense to them. The tender offer statement will also
be available at no charge from the SEC’s website at www.sec.gov.