EANS-Adhoc: Telekom Austria AG / América Móvil informs about shareholders' agreement and public takeover offer

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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
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other
24.04.2014

Vienna, 23 April 2014: Today the Telekom Austria Group (VSE: TKA, OTC
US: TKAGY) announces that it has been informed of the following
facts:

Mexico City, Mexico, April 23, 2014. América Móvil, S.A.B. de C.V.
("AMX") (BMV: AMX; NYSE: AMX; NASDAQ: AMOV; LATIBEX: XAMXL),
announced today that it has entered, through its wholly owned
subsidiary Carso Telecom B.V. ("Carso Telecom"), into a shareholders'
agreement (the "Shareholders' Agreement") with Österreichische
Industrieholding AG ("ÖIAG"), with respect to their participations in
Telekom Austria AG ("Telekom Austria").

As part of the transaction, ÖIAG and AMX have agreed, subject to the
closing of the Public Offer (as defined below) and the approval by
Telekom Austria's shareholders meeting, to vote in favor and support
a capital increase in Telekom Austria of EUR 1,000 million. The
capital increase will strengthen Telekom Austria's capital structure
and financial position and will allow Telekom Austria to continue to
invest in state-of-the-artinfrastructure, research and development,
innovation of products and services, amongst others, and to position
Telekom Austria to benefit from investment opportunities arising in
the countries in which it currently operates and in emerging markets
in Central and Eastern Europe.

This Shareholders' Agreement and the Public Offer (as defined below)
are subject to certain regulatory approvals. Once such conditions are
satisfied, the Shareholders' Agreement will become effective and AMX
will obtain operational responsibilities in Telekom Austria. Telekom
Austria currently operates in Austria, Belarus, Bulgaria, Croatia,
Serbia, Macedonia, Liechtenstein and Slovenia. As of December 31,
2013, it had approximately 2.6 million fixed line subscribers, 20.1
million wireless subscribers and revenues of EUR4,184 million.

AMX CEO Daniel Hajj said: "We are very happy to partner with ÖIAG, a
key shareholder of Telekom Austria that has developed an
extraordinary company with extraordinary people. The negotiations
with ÖIAG, although intense, were constructive and professional. The
main goal for both parties was the further development and future of
Telekom Austria. This agreement provides the basis for future growth,
continued innovation, and solid investment in Telekom Austria. It
will strengthen the capital structure of Telekom Austria; maintain a
state of the art infrastructure in a very dynamic and competitive
sector, and support job development and creation. In this way,
Telekom Austria will continue to contribute with services that are
strategic for the economic and social development of the country. It
will also contribute to better position Telekom Austria as a more
relevant player in the European telecommunication markets and to be
in a position to benefit from growth opportunities in the region."

As a result of the Shareholders' Agreement, AMX, through Carso
Telecom, will launch a public takeover offer pursuant to the Austrian
Takeover Act, for all outstanding Telekom Austria shares not held by
AMX, Carso Telecom, ÖIAG or Telekom Austria (the "Public Offer"). The
offer price of the Public Offer will be EUR7.15 (seven euros and
fifteen cents), per Telekom Austria share. The publication of the
offer document will take place in the coming weeks and in accordance
with the Austrian legal framework.

For further information please see the following link:
www.telekomaustria.com/en/ir/ir-news

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Disclaimer for forward-looking statements: This document contains
forward-looking statements. These forward-looking statements are
usually accompanied by words such as "believe", "intend",
"anticipate", "plan", "expect" and similar expressions. Actual events
may differ materially from those anticipated in these forward-looking
statements as a result of a number of factors. Forward-looking
statements involve inherent risks and uncertainties. A number of
important factors could cause actual results or outcomes to differ
materially from those expressed in any forward-looking statement.
Neither Telekom Austria nor any other person accepts any liability
for any such forward-looking statements. Telekom Austria will not
update these forward-looking statements, whether due to changed
factual circumstances, changes in assumptions or expectations. This
report does not constitute a recommendation or invitation to purchase
or sell securities of Telekom Austria.

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Further inquiry note:
Matthias Stieber
Director Investor Relations
Tel.: +43 (0) 50 664 39126
mailto: matthias.stieber@telekomaustria.com

end of announcement euro adhoc
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issuer: Telekom Austria AG
Lassallestrasse 9
A-1020 Wien
mail: investor.relations@telekomaustria.com
WWW: www.telekomaustria.com/ir
sector: Telecommunications
ISIN: AT0000720008
indexes: WBI, ATX Prime, ATX
stockmarkets: official market: Wien
language: English