Maxcom Telecomunicaciones Announces Tender Offer For Step-up Senior Notes Due 2020

MEXICO CITY, April 25, 2017 /PRNewswire/ -- Maxcom Telecomunicaciones, S.A.B. de C.V. (OTCQX: MXMTY, BMV: MAXCOM A) ("Maxcom" or the "Company") announced today that is has commenced a tender offer (the "Tender Offer") to purchase up to U.S.$25,000,000 (the "Maximum Tender Amount") of the outstanding Step-Up Senior Notes due 2020 issued by Maxcom (the "Notes"), subject to possible proration as described in Maxcom's Offer to Purchase dated April 25, 2017 (the "Offer to Purchase").

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.

The total consideration payable to the holders (the "Holders") for each U.S.$1.00 principal amount of Notes validly tendered and purchased pursuant to the Tender Offer will be U.S.$0.60 (the "Total Consideration").  Holders of Notes that are validly tendered at or prior to 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") and whose Notes are accepted for purchase will be entitled to receive the Total Consideration, which includes an early tender premium equal to U.S.$0.05 per U.S.$1.00 principal amount of Notes (the "Early Tender Premium").  Holders that tender Notes after the Early Tender Deadline but at or prior to 9:00 a.m., New York City time, on May 23, 2017 (the "Expiration Time") and whose Notes are accepted for purchase will be entitled to receive only the Tender Offer Consideration, which amount is equal to the Total Consideration less the Early Tender Premium.  Holders that validly tender their Notes in the Tender Offer and whose Notes are accepted for purchase will also receive accrued and unpaid interest on the Notes from the most recent interest payment date on the Notes to, but not including, the settlement date. 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.

If Notes are validly tendered such that the aggregate principal amount tendered exceeds the Maximum Tender Amount, the Company will accept for purchase an amount no greater than the Maximum Tender Amount.  In such circumstance, the amount of Notes purchased will be prorated such that the Maximum Tender Amount is not exceeded (with appropriate adjustment to avoid purchase of Notes in a principal amount other than an integral multiple of U.S.$1.00), and the Company will determine the proration factor as soon as practicable after the Expiration Time (defined below).  All Notes tendered will be prorated together and no priority will be given to any Notes tendered.  Subject to any extension, the Company will announce the results of proration by press release promptly on the business day following the Expiration Time.

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.  Holders can obtain additional copies of the Offer to Purchase and related materials by emailing [email protected] or calling one of the Information Agent's offices.  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.

For more information contact:

Rodrigo Wright
Mexico City, Mexico
(52 55) 4770-1170
[email protected]

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