América Móvil — Customers by segment

América Móvil — Customers by segment (pie chart)

América Móvil (AMX) is a leading multinational telecommunications service provider with 289 million mobile customers and 34 million fixed-line accesses. It operates in 18 countries in the Americas providing mobile and fixed-line services, as well as broadband, cable and satellite television under the brands Telcel and Telmex in Mexico — its home market —, Claro mostly throughout Central and South America and TracFone in the United States.

The group employs around 170,000 people worldwide and is listed on the Mexican Stock Exchange, the New York Stock Exchange, the NASDAQ National Market and the Latin America Securities Market (Latibex).

In 2014 group revenues amounted to 884 bn Mexican pesos (MXN) and EBITDA was around 279 bn MXN.1)

Shareholders’ Agreement and takeover offer

América Móvil, through its wholly-owned subsidiary Carso Telecom, and ÖIAG entered into a shareholders’ agreement dated 23 April 2014 for a 10 year term, which became effective on 27 June 2014. The purpose of this agreement was to provide América Móvil with the industrial leadership and sole control of Telekom Austria, and ÖIAG with certain veto rights defining its role as a core shareholder in Telekom Austria Group. Moreover, the shareholders’ agreement contains rules on the uniform exercise of voting rights in the corporate bodies of Telekom Austria Group, nomination rights for members of the Supervisory Board and Management Board and share transfer restrictions. As of the effectiveness of the shareholders’ agreement, América Móvil obtained a controlling interest in Telekom Austria Group.

As a result of the shareholders’ agreement, Carso Telecom launched a public takeover offer for all outstanding Telekom Austria Group shares not held by the América Móvil group, ÖIAG or Telekom Austria Group. By 27 June 2014 the shareholders’ agreement became effective. On 14 July 2014, América Móvil announced that it acquired 103,978,115 shares, so that América Móvil held 50.8% of Telekom Austria Group’s share capital. The offer was EUR 7.15 per no-par value share of the Telekom Austria Group. Following a three-month sell-out period, which is legally required, the Telekom Austria Group was finally informed on 20 October that América Móvil directly and indirectly held a share of 59.7% in the voting rights of the Telekom Austria Group.

As a result of the effectiveness of the shareholders’ agreement, América Móvil gained a controlling share in the Telekom Austria Group; at the same time, the position of ÖIAG as core shareholder of the company was defined. After the transaction ÖIAG retained its share of 28.42% in the share capital of the Telekom Austria Group.

The Supervisory Board of the Telekom Austria Group consists of 10 shareholder elected members, eight of which were nominated by América Móvil and two of which were nominated by ÖIAG. ÖIAG nominated the chairman of the Supervisory Board, who does not have a casting vote, while Carso Telecom nominated the deputy chairman. Via the majorities in the Supervisory Board and Supervisory Board committees América Móvil controls the Supervisory Board while ÖIAG has veto rights.

The Management Board will consist of three members, two of which, namely the chief financial officer and the chief operations officer/chief technology officer will be nominated by América Móvil, while one management board member, namely the chief executive officer, will be nominated by ÖIAG. The chief executive officer will not have a casting vote. Via the majority in the Management Board, América Móvil will control the Management Board, while ÖIAG will have certain veto rights.

As long as ÖIAG holds 25% plus one share or more of the registered share capital of Telekom Austria Group, ÖIAG has, in addition to the mandatory statutory minority blocking rights of a 25% plus one share-minority shareholder, vetoes relating to issues such as capital increases, relocation of the Group headquarters and relocation of major Group and business functions, a potential sale of core business functions or an amendment of the corporate name or trademarks of the Telekom Austria Group.

Takeover timeline 2014

March

 

23 April

 

9 May

 

15 May to 10 July

 

16 October

 

20 October

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

América Móvil
holds directly
and indirectly
26.8% of
Telekom
Austria Group

América Móvil
concludes
shareholders’
agreement with
ÖIAG

América Móvil
submits takeover
offer for all
outstanding
shares

Acceptance
period

End of sell-out
period

América Móvil
directly and
indirectly holds
a 59.7% share in
the Telekom
Austria Group

1) América Móvil’s fourth quarter of 2014 financial and operating report