Filings on corporate transactions

Brasilcel's offer

  • Significant event dated Jun 30th, 2010

    After the Extraordinary General Shareholders’ Meeting of the Portuguese company Portugal Telecom, SGPS, S.A. held, Telefónica informs that a majority of the votes issued in the aforementioned General Shareholders’ Meeting were in favour of the approval of the offer submitted by Telefónica for the acquisition of the Portugal Telecom, SGPS, S.A.’s stake in Brasilcel, N.V., with 73.9% of the submitted votes in favour. Nevertheless, the agreement was vetoed by the Portuguese Government, invoking their rights under the so-called "Golden Share".

    Telefónica believes that the veto under the "Golden Share" is illegal, as it infringes, in addition to Portuguese law, European Union Law, in particular, among others, Article 56 of the European Union Treaty.

    Telefónica extends the period granted to Portugal Telecom to communicate its acceptance of the offer until July 16, 2010, at 23:59h (Lisbon time).

  • Significant event dated Jun 29th, 2010

    Telefónica hereby informs that it has submitted to Portugal Telecom, SGPS, S.A. an increase in the price of the Offer for Brasilcel so that the new price would amount to Euros 7,150 million.

  • Letter sent on June 23rd to the Comissão do Mercado de Valores Mobiliários

  • Significant event dated Jun 23rd, 2010

    Telefónica, S.A. has confirmed to the Portuguese Comissào do Mercado de Valores Mobiliários that it has reduced its stake in Portugal Telecom, S.G.P.S. S.A. (“PT”) to 18,122,661 shares, representing 2.02% of PT´s share capital.

  • Significant event dated Jun 15th, 2010

    On the occasion of the Extraordinary General Meeting called by PORTUGAL TELECOM, SGPS, S.A. for 30 June 2010, TELEFÓNICA, S.A, as owner of approximately 8.51% of its share capital and in compliance with Portuguese law, has requested that an additional item be included on the agenda of said meeting, as specified in the attached proposal.

    The objective of this proposal is to submit a resolution to PT’s shareholders in the event that the Extraordinary General Meeting decides to accept the offer presented by TEF to acquire PT’s stake in Brasicel, N.V. and, indirectly, in Vivo Participações, S.A, to strengthen the company’s current shareholder remuneration policy through the distribution of a supplemental and extraordinary dividend in the amount of Euro 1 per share, or superior in case the PT´s Board of Directors so proposes, concerning the financial year of 2010.

  • OFFER FOR PT'S STAKE IN BRASILCEL: The chance for PT shareholders to crystallise an outstanding value creation opportunity - June 15th, 2010

  • Significant event dated Jun 2nd, 2010

    Yesterday, on June 1st, Telefónica submitted to Portugal Telecom, SGPS, S.A. a binding and unconditional offer for 6,500 million euros for the acquisition by Telefónica of 50% of the share capital of Brasilcel, N.V., company jointly owned by PT and Telefónica (50% each), and which holds about 60% of the share capital of the Brazilian company Vivo Participações, S.A.. The offer was launched in the terms and conditions provided for in the Offer document, attached hereto.

  • OFFER FOR PT'S STAKE IN BRASILCEL: A unique value creation proposal for PT’s shareholders - May, 2010

  • Significant event dated May 11th, 2010

    Further to the significant event released with regard to the offer submitted by TELEFÓNICA, S.A. to the Portuguese company PORTUGAL TELECOM, SGPS, S.A. for the acquisition of the shares representing 50% of the capital stock of the Dutch company BRASILCEL, N.V., owned by PORTUGAL TELECOM, SGPS, S.A., it is hereby attached the text of the offer.

  • Significant event dated May 10th, 2010

    On May 6th, 2010 TELEFÓNICA, S.A. submitted to the Portuguese company PORTUGAL TELECOM, SGPS, S.A. a Cash Offer for the acquisition of the shares representing 50% of the capital stock of the Dutch company BRASILCEL, N.V., owned by PORTUGAL TELECOM, SGPS, S.A., for a total purchase price of five thousand seven hundred (5,700) million Euros. The Offer also contemplates that TELEFÓNICA will launch a tender offer over the ordinary shares (ONs) of VIVO PARTICIPAÇÕES, S.A., which are not owned by BRASILCEL, N.V., representing, approximately, 11.1% of the total number of ordinary shares (ONs) and 3.8% of the total capital stock of VIVO PARTICIPAÇÕES, S.A.

Declaration of acquisition of TASA shares

  • RULE 13e-3 TRANSACTION STATEMENT - SEC filing - October 16th, 2009
  • CNV Approval - December 4th, 2009
  • Relevant Fact - December 4th, 2009

    The Comisión Nacional de Valores de la República Argentina (“CNV”), the Argentine securities regulator, approved yesterday, December 3rd, 2009, the Unilateral Declaration of Will to Acquire all outstanding TELEFÓNICA DE ARGENTINA, S.A. (“TASA”) shares owned by TASA’s minority shareholders presented by TELEFÓNICA S.A. (“TELEFONICA”) on June 23rd, 2009.

CTC Tender Offer

  • Extension of the offer document - SEC filing

    Document of the extension of the second offer.

  • Extension of the offer document - SVS filing

    Document of the extension of the second offer.

  • Offer document - SEC filing

    Document of the second offer, in compliance with the requirements of Chilean law after having exceeded 2/3 of the share capital of the company.

  • Offer document - SVS filing

    Document of the second offer, in compliance with the requirements of Chilean law after having exceeded 2/3 of the share capital of the company.

  • Announcement
  • Relevant Fact

    Upon completion of the acceptance period of the Tender Offer launched on September 11th through its wholly-owned subsidiary INVERSIONES TELEFÓNICA INTERNACIONAL HOLDING, LTDA. to acquire all of the outstanding shares of COMPAÑÍA DE TELECOMUNICACIONES DE CHILE, S.A. ("CTC"), TELEFÓNICA announces that a total of 458,071,586 Serie A shares and 38,270,113 Serie B shares issued by CTC have been tendered.

    After settlement of the transaction, TELEFÓNICA's indirect ownership in CTC's share capital will increase from 44.9% to 96.75%

  • Amedment No. 8 - SEC filing

    Modification of the offer price and details to the Schedule requested by the SEC.

  • Updated Offer document - SVS filing

    Modification of the Offer document increasing the price and extending the offer.

  • Relevant Fact

    Telefónica, S.A. has filed a Significant Event with the Spanish National Securities Market Commission (CNMV) reporting that certain shareholders of CTC holding more than 10% of Compañía de Telecomunicaciones de Chile, S.A.'s ("CTC") Shares have requested that the Board of Directors of CTC call an extraordinary shareholders meeting in order to approve the By-law Amendments. The approval of the By-law Amendments would be subject to extending the offering period for fourteen additional days and increasing the offered price to 1,100 Chilean pesos per Series A Share and 990 Chilean pesos per Series B Share. In accordance with the above, Telefónica has decided to increase the offered price and request an extension of the offering period, which therefore finalize on October 30, 2008.

  • Relevant Fact

    A Extraordinary Shareholders' Meeting of CTC was held to vote on the amendment of the By-Laws provision related to the removal of a 45% limit on the maximum stake that may be held by a single CTC shareholder. Shareholders holding 55% of the total outstanding shares of CTC voted in favor of the By-law amendment, while shareholders holding 29% ot the total outstanding shares of CTC voted against. The adoption of the resolution required the affirmative vote of at least 75% of CTC shareholders. Accordingly, the resolution was not adopted.

  • Updated Offer document - SVS filing

    Details to the Offer document requested by SVS.

  • Amedment No. 2 - SEC filing
  • Offer document - SEC filing
  • Offer document - SVS filing
  • Announcement

    TELEFÓNICA, S.A. has furnished the securities market supervisory authorities of Chile and the United States with the prospectuses relating to the tender offer to acquire all of the outstanding shares which it does not currently hold in COMPAÑÍA DE TELECOMUNICACIONES DE CHILE, S.A., which amount to 55.1% of the share capital of that company.

  • Relevant Fact

    Telefónica has filed at the Spanish CNMV (Securities Markets Commission) a Relevant Fact announcing its intention to launch a Tender Offer in the next 5 business days, through its wholly-owned subsidiary Inversiones Telefónica Internacional Holding Ltda., to acquire all of the outstanding shares of Companía de Telecomunicaciones de Chile S.A ("CTC") that TELEFÓNICA does not currently control direct or indirectly, which amounts to 55.1% of CTC's share capital.

Stake in Telecom Italia

Telefónica S.A. - Telefónica Móviles S.A. Merger

Takeover Offer for O2 plc

  • Announcement

    Telefónica announces that it has today compulsorily acquired the remaining O2 Shares for which it had not received acceptances. Accordingly, Telefónica and its wholly owned subsidiaries now own 100% of O2’s share capital.

    In accordance with previous announcements, the Offer will close 14 days following the date of this announcement.

  • Press release

    Telefónica announces that the Offer has been extended and will remain open for acceptance until further notice.

  • Significant Event

    TELEFÓNICA announces, that as at 5:00 p.m. (GMT) on 26 January 2006, Telefónica and its wholly-owned subsidiaries owned or had received valid acceptances in respect of a total of 8,374,500,463 O2 plc shares representing approximately 95.46 per cent of O2's issued share capital.

    Given that acceptances have now been received (in respect of more than 90 per cent of O2 plc share capital to which the Offer relates, Telefónica has announced its intention to implement the procedures set out in sections 428 to 430F of the U.K. Companies Act to acquire compulsorily the remaining O2 Shares for which it has not received acceptances of the Offer.

  • Press release

    Telefónica announces that as at 5.00 p.m. (London time) on 24 January 2006 Telefónica and its wholly-owned subsidiaries owned (including the purchase of the 312,000,000 O2 Shares referred to above, settlement of which has yet to occur) or had received valid acceptances in respect of a total of 7,646,650,573 O2 Shares, representing approximately 87.16 per cent. of O2’s issued share capital.

  • Press release

    Today, 23 January 2006, Telefónica has declared the offer for 02 wholly unconditional, in accordance with the procedure established pursuant to the UK City Code on Takeovers and Mergers. Accordingly, Telefónica has now successfully completed the offer.

  • Significant Event

    Having obtained the European Commission clearance of the transaction on 10 January 2006, TELEFÓNICA announced today, 23 January 2006, that all of the remaining conditions of its Takeover Offer to acquire the total share capital of O2 plc, launched on 21 November 2005, have been satisfied, declaring therefore the Offer unconditional in all respects, in accordance with the rules of the U.K. City Code on Takeovers and Mergers.

    As at 6:00 a.m. (GMT) on 23 January 2006, Telefónica and its wholly-owned subsidiaries owned or had received valid acceptances in respect of a total of 6,711,615,054 O2 plc Shares representing approximately 76.51 per cent of O2's issued share capital.

    In accordance with the rules of the U.K. City Code on Takeovers and Mergers, the consideration will be dispatched or credited on 6 February 2006 to O2 Shareholders who have validly accepted the Offer on or before the date of this announcement (23 January). Thereafter, consideration will be dispatched or credited to O2 shareholders who validly accept the Offer, within fourteen days of receipt of an acceptance valid in all respects.

  • ECMR Clearance

    Telefónica is pleased to announce that the European Commission has cleared its proposed acquisition of O2. Clearance was conditional upon Telefónica agreeing that Telefónica Móviles would exit from the FreeMove Alliance. The prior approval of the European Commission would be required for Telefónica Móviles to rejoin FreeMove within the coming years.

  • Significant Event

    TELEFÓNICA has received notification today of the Decision of the European Commission to give its clearance to the merger transaction that the proposed acquisition of the UK telecom operator O2 plc by Telefónica would give rise to.

    Notwithstanding the above, the European Commission has considered adequate to make its clearance conditional upon Telefónica agreeing that its subsidiary Telefónica Móviles S.A would exit from the European mobile operators alliance “FreeMove” as soon as possible, and its commitment not to re-enter that alliance without the Commission’s prior consent in the coming years.

    As previously disclosed, Telefónica expects that the Offer will be declared wholly unconditional in January 2006.

  • Significant Event

    TELEFÓNICA announced today, 3 January 2006, its waiver to the minimum volume requirement established as a condition to its Takeover Offer to acquire the total share capital of O2 plc., launched on 21 November 2005, therefore declaring the Offer unconditional as to acceptances, in accordance with the procedure established pursuant to the U.K. City Code on Takeovers and Mergers.

    As at 12:00 p.m. (GMT) on 2 January 2006, Telefónica and its wholly-owned subsidiaries owned or had received valid acceptances in respect of a total of 5,937,049,921 O2 Shares representing approximately 67.69 per cent of O2's issued share capital.

    In accordance with the rules of the U.K. City Code on Takeovers and Mergers, the Offer is being extended and will remain open for acceptance until the next closing date, which will be on 20 January 2006, at 1.00 p.m. (GMT).

  • Significant Event

    As at 1.00 p.m. (GMT) on 12 December 2005, Telefónica and its wholly-owned subsidiaries owned or had received valid acceptances in respect of a total of 5,704,983,195 O2 Shares representing approximately 65.05 per cent of O2's issued share capital.

    In accordance with the procedure established pursuant to the U.K. City Code on Takeovers and Mergers, the Offer, which remains subject to the terms and conditions already communicated and set out in the Offer Document, is being extended and will remain open for acceptance until the next closing date, which will be on 12 January 2006. Any possible further extensions of the Offer will be publicly announced by Telefónica.

  • Announcement

    Pursuant to the Offer for the acquisition of the entire share capital of O2 plc announced on October 31st, and according to the procedure established under UK law, TELEFÓNICA is posting today, November 21st 2005, to all of O2 plc shareholders to whom the Offer is addressed, the Offer Document containing all relevant information related to the Offer and to its terms and conditions.

    The Offer Document will be available on Telefónica’s website, www.telefonica.es

  • Announcement

    Recommended cash offer by Goldman Sachs International and Citigroup on behalf of Telefónica (or a wholly-owned subsidiary of Telefónica) for O2.

  • Significant Event

    Today, 31st October 2005, in accordance with Rule 2.5 of the U.K.’s City Code on Takeovers and Mergers, TELEFÓNICA, S.A.. has announced, through their financial advisors Goldman Sachs International and Citigroup, the launching of an Irrevocable Takeover Offer to acquire the total share capital of the UK company, O2 plc.

  • Transaction presentation
  • Press conference
  • Conference call for analysts and investors audio webcast replay
  • Offer document

Ceský Telecom Minorities Buy-Out

Telefónica S.A. - Terra Networks S.A. Merger

IPO

Terra Lycos Minorities Buy-Out