REG - Telefonica SA - Information About the new Offer GVT

Telefonica SAAnnouncement

29/10/2014 15:53

RNS Number : 2074Q
Telefonica SA
28 August 2014
TELEFNICA, S.A. as provided in article 82 of the Spanish Securities Market Act (Ley del Mercado de Valores), hereby reports the following
SIGNIFICANT EVENT
Following the Significant Event distributed by Telefnica on August 5th, 2014, Telefnica, S.A. and Telefnica Brasil, S.A. (hereinafter, the Offerors) have submitted to Vivendi, S.A. a new binding offer for the combination of Telefnica Brasil, S.A. and Global Village Telecom, S.A. (GVT), replacing the prior offer presented. This new offer includes similar conditions to the previous one, by virtue of which Vivendi, S.A. would receive a consideration in cash of4,663million euros and newly issued shares representing 12% of the share capital of Telefnica Brasil, S.A. after its combination with GVT. This new offer has been submitted following the analysis and evaluation of additional information on GVT.
Thus, the offer, taking into account the market price of Telefnica Brasil, S.A. on terms comparable to the previous offer, amounts to a total of 7,450million euros. The cash consideration would be funded through a capital increase at Telefnica Brasil, S.A. in which Telefnica, S.A. would subscribe its proportional share, funded, in turn, through a capital increase.
Additionally, according to this new offer, should Vivendi, S.A. be interested in acquiring a stable stake in Telecom Italia, S.p.A. ("Telecom Italia"), Telefnica, S.A. has offered to Vivendi, S.A. the acquisition of up to 1,110 million ordinary shares of Telecom Italia (currently representing a stake of 8.3% of Telecom Italia voting share capital), in exchange for all the ordinary shares and a number of preferred shares (representing 0.7%of such class of shares), that Vivendi S.A. would receive as a result of the combination between Telefnica Brasil S.A. and GVT. The transfer of the shares would take place at closing of the transaction between Vivendi, S.A. and Telefnica Brasil, S.A.
This new offer will expire on August 29, 2014, unless the Offerors previously decide to extend the offer's validity period, or if Vivendi, S.A. assumes an exclusivity commitment in negotiating with the Offerors, for a period of 3 months.
The closing of the transactions provided for in this new offer is subject to obtaining the relevant regulatory authorizations (including telecommunications and anti-trust) and to the fulfilment of other customary conditions in this type of transactions.
Madrid, August 28, 2014

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