Maxcom Telecomunicaciones Announces Increase In Tender Offer Consideration

MEXICO CITY, May 9, 2017 /PRNewswire/ -- Maxcom Telecomunicaciones, S.A.B. de C.V. (OTCQX: MXMTY, BMV: MAXCOM A) ("Maxcom" or the "Company") announced today that it has amended its tender offer (the "Tender Offer") to purchase outstanding Step-Up Senior Notes due 2020 issued by Maxcom (the "Notes"), as described in Maxcom's Offer to Purchase dated April 25, 2017 (the "Offer to Purchase").  As of the early tender deadline of 12:00 a.m. midnight, New York City time, on May 9, 2017 (one minute after 11:59 p.m., New York City time, on May 8, 2017) (the "Early Tender Deadline"), approximately U.S.$12,242,671 in aggregate principal amount of Notes have been tendered in the Tender Offer.

The Company has increased the tender offer consideration payable to Notes tendered in the Tender Offer after the Early Tender Deadline, but at or prior to the Expiration Time (defined as 9:00 a.m., New York City time, on May 23, 2017), from U.S.$0.55 per U.S.$1.00 principal amount to U.S.$0.60 per U.S.$1.00 principal amount.  This amendment effectively extends the U.S.$0.05 early tender premium to all validly tendered Notes, regardless of whether the Notes are tendered before or after the Early Tender Deadline.

The Withdrawal Deadline (defined below) and all other terms and conditions of the Tender Offer remain unchanged.

The following table summarizes the material pricing terms for the Tender Offer:

The Tender Offer will expire at 9:00 a.m., New York City time, on May 23, 2017, unless extended by the Company, and is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase.

Holders of Notes that validly tender the Notes before the withdrawal deadline, which is 12:00 a.m. midnight, New York City time, on May 9, 2017 (one minute after 11:59 p.m., New York City time, on May 8, 2017) (the "Withdrawal Deadline"), may not withdraw their Notes after the Withdrawal Deadline, unless otherwise required by law.  Holders that tender their Notes after the Withdrawal Deadline may not withdraw their Notes, unless otherwise required by law.

Maxcom reserves the right, subject to applicable law, to extend, withdraw or terminate the Tender Offer, increase or decrease the Aggregate Maximum Tender Amount, waive any of the conditions of the Tender Offer or otherwise amend the terms of the Tender Offer.

Maxcom has retained BCP Securities, LLC, to act as Dealer Manager for the Tender Offer.  Holders with questions about the Tender Offer can contact James Harper of BCP Securities at + 1 (203) 629-2181 or [email protected].

The Offer to Purchase, as well as other relevant notices and documents, will be available at the Offer Website: https://sites.dfkingltd.com/maxcom, which is operated by D.F. King Ltd., the Information Agent for the purpose of the Tender Offer.  Access to the Offer Website is subject to the offer and distribution restrictions.  The Information Agent's U.S. office can be reached at +1 (800) 967-5051 (toll-free) or +1 (212) 269-5550 (collect for bank and brokers); its London office can be reached at +44 20 7920 9700; and its Hong Kong office can be reached at +852 3953 7320.  D.F. King will also act as the Tender Agent for the Tender Offer.

This release is neither an offer to purchase nor a solicitation of an offer to sell or buy securities in any transaction.  The Tender Offer is being made pursuant to the Offer to Purchase, copies of which will be delivered to holders of the Notes, and which set forth the complete terms and conditions of the Tender Offer.  Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Tender Offer.  The Tender Offer is not being made to, nor will Maxcom accept tenders of the Notes from, holders in any jurisdiction in which the Tender Offer would not be in compliance with the securities or blue sky laws of such jurisdiction. None of Maxcom, the Dealer Manager, the tender agent, the information agent or the trustee, or any of their respective affiliates, makes any recommendation in connection with the Tender Offer.

Neither the Offer to Purchase nor any related documents have been filed with, approved or disapproved by the Comisión Nacional Bancaria y de Valores ("CNBV") of Mexico or the U.S. Securities and Exchange Commission (the "SEC")  or any other securities commission or regulator, nor has the CNBV, the SEC or any other securities commission or regulator passed upon the fairness or merits of the Tender Offer or upon the accuracy or adequacy of the Offer to Purchase or any related documents.  Any representation to the contrary is unlawful and may be a criminal offense.

About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico City, Mexico is an integrated telecommunication services operator providing widespread voice and data services to residential and business customers in four metropolitan markets in Mexico and selected services in other markets.

Maxcom provides a wide range of services including local and long-distance voice, data, high speed, dedicated and dial-up Internet access, Voice over Internet Protocol telephony and paid TV.  It also offers mobile voice service through resale and capacity leasing agreements with third parties.

In 2016, Maxcom's board resolved to change the Company's strategic direction, de-emphasizing the retail business and focusing on the enterprise business. Under this new strategy, the Company's management is continuously exploring alternatives to monetize or divest assets or businesses that are no longer in line with its strategic direction.

The trading of these securities by an investor will be made under such investor's own responsibility.

This release contains forward-looking statements. Statements that are not statements of historical facts, including statements about our beliefs and expectations are forward-looking statements.  The words "believes," "expects," "intends," "will," "could," "may," "should" and similar words are intended to identify these statements.  These statements reflect the current expectations of Maxcom's management and are subject to risks and uncertainties, which necessarily involve known and unknown risks and uncertainties.  Accordingly, Maxcom's actual results of operations may be different from our current expectations and the reader should not place undue reliance on these forward-looking statements.  These statements are based on management's assumptions and beliefs in light of the information currently available.  These assumptions also involve risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Potential risks and uncertainties include, without limitation, the risks related to the acceptance of any tendered Notes, the expiration and settlement of the Tender Offer, the satisfaction of conditions to the Tender Offer, whether the Tender Offers will be consummated in accordance with the terms set forth in the Offer to Purchase or at all and the timing of any of the foregoing, as well as other risks and uncertainties.  Forward-looking statements speak only as of the date they are made, and Maxcom does not undertake any obligation to update them in light of new information or future developments, except as may be required by law.

SOURCE Maxcom Telecomunicaciones