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
(Amendment No. 3)
TELMEX
INTERNACIONAL, S.A.B. DE C.V.
(Name of Subject Company)
AMÉRICA MÓVIL, S.A.B. de C.V.
(Offeror)
CARLOS SLIM
HELÚ
CARLOS SLIM DOMIT
MARCO ANTONIO SLIM DOMIT
PATRICK SLIM DOMIT
MARÍA SOUMAYA SLIM DOMIT
VANESSA PAOLA SLIM DOMIT
JOHANNA MONIQUE SLIM DOMIT
(Ultimate Controlling Persons of Offeror)
(Name of Filing Persons)
Series L
Shares, without par value,
American Depositary Shares, each of which represents 20 Series L Shares,
Series A Shares, without par value, and
American Depositary Shares, each of which represents 20 Series A Shares
(Title of Class of Securities)
(Series L Shares)
879690105 (American Depositary Shares)
(Series A Shares)
879690204 (American Depositary Shares)
(CUSIP Number of Class of Securities)
Lago Alberto 366
Colonia Anáhuac
Edificio Telcel I, Segundo Piso
11320 México, D.F., México
Telephone: (5255) 2581-4411
with copies
to
Nicolas Grabar, Esq.
Daniel Sternberg, Esq.
Duane McLaughlin, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(Name, Addresses and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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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 13e-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:
x
This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO (as
amended, this Schedule TO) originally filed with the Securities and Exchange Commission (the SEC) on May 11, 2010, and amended on June 1, 2010 and June 11, 2010, by América Móvil, S.A.B. de C.V.
(América Móvil), and relates to the third party tender offer (the U.S. Offer) by América Móvil to acquire any and all of (i) the outstanding Series L Shares, without par value (the TII L
Shares), of Telmex Internacional, S.A.B. de C.V. (Telmex Internacional) that are held by U.S. holders (within the meaning of Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended), (ii) the outstanding Series A
Shares, without par value (the TII A Shares and together with the TII L Shares, the TII Shares), of Telmex Internacional that are held by U.S. holders (within the meaning of Rule 14d-1(d) under the U.S. Securities Exchange
Act of 1934, as amended), (iii) the outstanding Series L American Depositary Shares of Telmex Internacional, each of which represents 20 TII L Shares (the TII L ADSs), from all holders, wherever located, and (iv) the outstanding Series A
American Depositary Shares of Telmex Internacional, each of which represents 20 TII A Shares, (the TII A ADSs and together with the TII L ADSs, the TII ADSs), from all holders, wherever located. Concurrently with the U.S.
Offer, América Móvil is making a separate offer in Mexico to purchase TII Shares from all holders of TII Shares, wherever located, if, pursuant to the local laws and regulations applicable to such holders, they are permitted to
participate in such offer (the Mexican Offer).
On May 28, 2010, América Móvil filed with the SEC
Amendment No. 1 to its Registration Statement on Form F-4 (File No. 333-166721) relating to the U.S. Offer (as amended, the Registration Statement). The terms and conditions of the U.S. Offer are set forth in the prospectus, which is a
part of the Registration Statement (as amended, the Prospectus), and the related ADS Letters of Transmittal and Forms of Acceptance which are filed as exhibits to the Registration Statement.
This Schedule TO reports the results of the Offers and is the final amendment to the Reporting Persons Schedule TO.
Item 8.
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Interest in Securities of the Company
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Item 8 of this Schedule TO is hereby amended and supplemented by adding the following:
The Mexican Offer and the U.S. Offer expired at 4:00 p.m., Mexico City time (5:00 p.m., New York City time) on June 10, 2010. Based
on a final count by Inversora Bursátil, S.A. de C.V., Casa de Bolsa, Grupo Financiero Inbursa (Banco Inbursa) and the exchange agent, The Bank of New York Mellon (BNY), 22,967,327 TII A Shares were tendered for
exchange, 4,071,121,377 TII L Shares were tendered for exchange, 2,066,808 TII A ADSs were tendered for exchange and 88,949,282 TII L ADSs were tendered for exchange.
All shares that were validly tendered and not withdrawn have been accepted for payment in accordance with the terms of the exchange offer
and applicable law.
Of the TII A Shares tendered, cash elections were made with respect to 11,650,663 shares and stock
elections were made with respect to 11,316,664 shares. Of the TII L Shares tendered, cash elections were made with respect to 1,416,699,325 shares and stock elections were made with respect to 2,624,422,052 shares. Of the TII A ADSs tendered, cash
elections were made with respect to 374,825 ADSs and stock elections were made with respect to 1,691,982 ADSs. Of the TII L ADSs tendered, cash elections were made with respect to 41,560,545 ADSs and stock elections were made with respect to
47,388,737 ADSs.
On June 16, 2010, América Móvil issued a press release announcing the final results of the
Mexican Offer and the U.S. Offer, a copy of which is attached as Exhibit (a)(5)(iii) hereto and is incorporated by reference.
Item 12
of this Schedule TO is hereby amended and supplemented by adding the following:
(a)(5)(iii) Press release issued by
América Móvil, dated June 16, 2010 (incorporated herein by reference to the Form 425 filed by América Móvil on June 16, 2010).
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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AMÉRICA MÓVIL, S.A.B. DE C.V.
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By:
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/s/ Daniel Hajj Aboumrad
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Name: Daniel Hajj Aboumrad
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Title: Chief Executive Officer
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Date: June 16, 2010
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By:
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/s/ Carlos García Moreno Elizondo
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Name: Carlos García Moreno Elizondo
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Title: Chief Financial Officer
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Date: June 16, 2010
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By:
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/s/ Alejandro Cantú Jiménez
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Name: Alejandro Cantú Jiménez
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Title: General Counsel
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Date: June 16, 2010
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/s/ Carlos Slim Helú
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Name: Carlos Slim Helú
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Date: June 16, 2010
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/s/ Carlos Slim Domit
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Name: Carlos Slim Domit
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Date: June 16, 2010
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/s/ Marco Antonio Slim Domit
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Name: Marco Antonio Slim Domit
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Date: June 16, 2010
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/s/ Patrick Slim Domit
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Name: Patrick Slim Domit
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Date: June 16, 2010
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/s/ María Soumaya Slim Domit
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Name: María Soumaya Slim Domit
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Date: June 16, 2010
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/s/ Vanessa Paola Slim Domit
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Name: Vanessa Paola Slim Domit
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Date: June 16, 2010
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/s/ Johanna Monique Slim Domit
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Name: Johanna Monique Slim Domit
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Date: June 16, 2010
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3
EXHIBIT INDEX
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(a)(1)(i)
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Form of Acceptance for Telmex Internacional Series L Shares (incorporated herein by reference to Exhibit 99.1 to the Registration Statement on Form F-4 filed by América
Móvil on May 11, 2010).
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(a)(1)(ii)
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Form of Acceptance for Telmex Internacional Series A Shares (incorporated herein by reference to Exhibit 99.2 to the Registration Statement on Form F-4 filed by América
Móvil on May 11, 2010).
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(a)(1)(iii)
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ADS Letter of Transmittal (TII L ADSs) (incorporated herein by reference to Exhibit 99.3 to the Registration Statement on Form F-4 filed by América Móvil on May 11,
2010).
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(a)(1)(iv)
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ADS Letter of Transmittal (TII A ADSs) (incorporated herein by reference to Exhibit 99.4 to the Registration Statement on Form F-4 filed by América Móvil on May 11,
2010).
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(a)(1)(v)
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Notice of Guaranteed Delivery (TII L ADSs) (incorporated herein by reference to Exhibit 99.5 to the Registration Statement on Form F-4 filed by América Móvil on May
11, 2010).
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(a)(1)(vi)
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Notice of Guaranteed Delivery (TII A ADSs) (incorporated herein by reference to Exhibit 99.6 to the Registration Statement on Form F-4 filed by América Móvil on May
11, 2010).
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(a)(1)(vii)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (TII L ADSs) (incorporated herein by reference to Exhibit 99.7 to the Registration Statement on Form
F-4 filed by América Móvil on May 11, 2010).
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(a)(1)(viii)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (TII A ADSs) (incorporated herein by reference to Exhibit 99.8 to the Registration Statement on Form
F-4 filed by América Móvil on May 11, 2010).
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(a)(1)(ix)
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Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (TII L ADSs) (incorporated herein by reference to Exhibit 99.9 to the
Registration Statement on Form F-4 filed by América Móvil on May 11, 2010).
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(a)(1)(x)
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Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (TII A ADSs) (incorporated herein by reference to Exhibit 99.10 to the
Registration Statement on Form F-4 filed by América Móvil on May 11, 2010).
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(a)(4)(i)
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Prospectus dated May 28, 2010 (incorporated herein by reference to Amendment No. 1 to the Registration Statement on Form F-4 filed by América Móvil on May 28, 2010).
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(a)(5)(i)
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AMX L Share Deposit Agreement (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form F-4 filed by América Móvil on May 11,
2010).
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(a)(5)(ii)
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Press release issued on June 11, 2010 (incorporated herein by reference to the filing made by América Móvil on June 11, 2010 pursuant to Rule 425 under the
Securities Act of 1933, as amended).
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(a)(5)(iii)
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Press release issued by América Móvil, dated June 16, 2010 (incorporated herein by reference to the Form 425 filed by América Móvil on June 16, 2010).
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(h)(i)
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Opinion of Cleary Gottlieb Steen & Hamilton LLP regarding certain United States federal income tax matters (incorporated herein by reference to Exhibit 8.1 to the Registration
Statement on Form F-4 filed by América Móvil on May 11, 2010).
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(h)(ii)
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Opinion of Bufete Robles Miaja, S.C. regarding the validity of the TII Securities (incorporated herein by reference to Exhibit 5.1 to the Registration Statement on Form F-4 filed by
América Móvil on May 11, 2010).
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4
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