SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA (CANTV)
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(NAME OF SUBJECT COMPANY (ISSUER))
NATIONAL TELEPHONE COMPANY OF VENEZUELA (CANTV)
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(TRANSLATION OF NAME OF ISSUER INTO ENGLISH)
INVERSIONES D72410, C.A.
A COMPANY JOINTLY OWNED BY
THE AES CORPORATION
AND
CORPORACION EDC, C.A.
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(NAME OF FILING PERSONS (OFFERORS))
AMERICAN DEPOSITARY SHARES
(EACH REPRESENTING 7 CLASS D SHARES OF COMMON STOCK,
NOMINAL VALUE BS. 36.90182224915 PER SHARE)
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(TITLE OF CLASS OF SECURITIES)
204421101 (ADSs)
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(CUSIP NUMBER)
BARRY J. SHARP, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER,
THE AES CORPORATION, 1001 NORTH 19TH STREET
ARLINGTON, VIRGINIA 22209; TEL: (703) 522-1315
COPY TO:
WILLIAM R. LURASCHI, VICE PRESIDENT AND SECRETARY, THE AES CORPORATION
1001 NORTH 19TH STREET ARLINGTON, VIRGINIA 22209; TEL: (703) 522-1315
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
N/A (1) N/A (1)
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
(1) No filing fee is required pursuant to general instruction D of Schedule
TO.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
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Form or Registration No.: N/A Date Filed: N/A
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[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
PRESS RELEASE
FOR IMMEDIATE RELEASE
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THE AES CORPORATION AND CORPORACION EDC, C.A. ANNOUNCE
JOINT U.S. AND VENEZUELAN CASH OFFERS FOR AMERICAN
DEPOSITARY SHARES AND CLASS D SHARES OF CANTV
AES plan will unlock value in CANTV
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ARLINGTON, VA AND CARACAS, VENEZUELA - AUGUST 29, 2001 - The AES Corporation
(NYSE:AES), the world's largest independent global power company, together with
its 87% owned subsidiary, Corporacion EDC, C.A., announced today their intention
to make cash tender offers in the United States and Venezuela to acquire
American Depositary Shares and Class D Shares of Compania Anonima Nacional
Telefonos de Venezuela (CANTV) which represent approximately 43.2% of the
outstanding CANTV shares.
Dennis W. Bakke, President and Chief Executive Officer of AES said, "We believe
that CANTV shareholders should be able to realize greater value from their
investment. AES's plans for CANTV include distributing CANTV's excess cash
through a special dividend to all shareholders and optimizing CANTV's capital
structure."
AES also stated that it intends to seek to sell Molvinet, CANTV's mobile
telephone business, to a world class operator and/or through a public offering
in the capital markets and also distribute these proceeds to all CANTV
shareholders.
Mr. Bakke added, "Our plan treats all shareholders - large and small - equally."
Tender Details
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The U.S. offer will be made for 28,566,944 American Depositary Shares of CANTV
at U.S. $24.00 per ADS in cash. The Venezuelan offer will be made for
199,968,608 Class D Shares of CANTV at U.S. $3.4285714 per class D share in
cash. The price per ADS and per Class D Share in the U.S. and Venezuelan offers
will be equal based upon the seven class D shares represented by each ADS.
Through Corporacion EDC, AES currently owns 64,007,524 CANTV Class D Shares
representing approximately 6.9% of the outstanding capital stock of
CANTV. Substantially all of these shares were received by Corporacion EDC in
exchange for its interest in VenWorld Telecom, C.A., a jointly owned company
controlled by Verizon Communications that acquired a controlling interest in
CANTV in its 1991 privatization. When added to the CANTV shares currently owned
by Corporacion EDC, the ADSs and shares sought in the tender offers would
represent a majority of CANTV's outstanding shares.
Based on the number of ADSs and class D shares sought in the U.S. and Venezuelan
offers, the aggregate consideration to be paid pursuant to the two offers is
approximately U.S. $1.371 billion. AES said it is pursuing various sources for
the funds for the offer including limited recourse financing, internal
resources, corporate borrowings, sales of securities and other sources.
AES expects to make its tender offer filings with the Securities and Exchange
Commission and the Comision Nacional de Valores in Venezuela shortly.
If more than 28,566,944 ADSs are tendered in the U.S. offer or more than
199,968,608 class D shares are tendered in the Venezuelan offer and all other
conditions to the offers are met, ADSs and shares would each be purchased in
each offer on a pro rata basis.
AES's Commitment to Venezuela
-----------------------------
Mr. Paul T. Hanrahan, President of AES Americas added, "The structure of our
offer will allow CANTV to continue to be the largest traded stock on the Caracas
Stock Exchange and will permit Venezuelan investors, CANTV employees and
international investors to participate in CANTV's future growth. We believe our
proposed sale of Molvinet will increase competition in the telecom sector which
will benefit all consumers."
The offers are conditioned on, among other things, that the ADSs and Class D
shares tendered, not withdrawn and to be purchased pursuant to the offers,
together with the CANTV Class D Shares currently owned by Corporacion EDC,
represent at least a majority of the outstanding capital stock of CANTV. The
offers are also conditioned on the receipt of the approval of the Venezuelan
National Telecommunications Commission (Comision Nacional de Telecomunicaciones
- CONATEL) and other required regulatory approvals. The commencement of the
tender offers is also subject to the approval of the Comision Nacional de
Valores (CNV) of the terms of the Venezuelan Offer.
Holders of Class C Shares will be able to tender their shares after complying
with the rights of first refusal established in CANTV's ByLaws in favor of other
CANTV employees. AES also announced that it intends to seek to make arrangements
so that current and former employees of CANTV who have not
yet completed paying for their Class C Shares will be able to tender their
Shares in the offer.
J.P. Morgan Securities, Inc., Credit Suisse First Boston and Banc of America
Securities LLC are acting as financial advisors in connection with the offers.
J.P. Morgan Securities, Inc. will be the dealer manager for the US Offer.
The complete details of the offer for CANTV ADSs and Shares will be set forth in
the filing to be made with the Securities and Exchange Commission and the
Venezuelan CNV.
About AES
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Business development milestones in 2001 include the following:
o In August a subsidiary of AES entered into an agreement to purchase all of
PSEG Global's interests in five jointly held businesses in Argentina.
o In August, a subsidiary of AES announced that it intends to launch a cash
tender offer to acquire all of the outstanding loan participation
certificates of Edelnor.
o In July a subsidiary of AES completed the final phase of its acquisition of
the energy assets of Thermo Ecotek Corporation.
o In July, a subsidiary of AES signed agreements to acquire a 56% interest in
SONEL, an integrated electricity utility in Cameroon.
o In July, a subsidiary of AES acquired a majority of the energy assets of
Thermo Ecotek Corporation.
o In June, AES signed a definitive agreement to sell the customers and
related assets of AES Power Direct.
o In June, a subsidiary of AES secured the financing for its $104 million,
163 MW combined cycle diesel-fired power plant in Sri Lanka.
o In June, AES announced that its AES-3C Maritza East 1 project in Bulgaria
signed two key contracts with NEK and Maritza East Mines.
o In May, AES was awarded the Ras Laffan 750 MW and 40 million imperial
gallons of water per day natural gas-fired, combined-cycle cogeneration
power and water desalination project in the State of Qatar.
o In May, AES announced that it received certification from the California
Energy Commission and is set to commence construction on the refurbishment
of two retired gas-fired units 3 & 4 at Huntington Beach, California.
o In May, a subsidiary of AES signed a strategic alliance agreement with
COTEL, the largest local telephone carrier in Bolivia.
o In May, a subsidiary of AES secured the financing for its, $348.6 million,
427 MW Barka facility in Oman.
o In May AES announced that it won a bid for approximately $23.2 million to
purchase a 75% controlling interest in Rivenoblenergo, the distribution
company that serves the Rivno region, which is about 200 kms from Kiev, the
capital city of Ukraine.
o In April, AES announced that it won a bid for approximately $45.9 million
to purchase a 75% controlling interest in Kievoblenergo the distribution
company that serves the region that surrounds Kiev, the capital city of
Ukraine.
o In April, a subsidiary of AES signed agreements for the financing of its
$300 million, 450 MW combined cycle gas-fired Meghnaghat power plant in
Bangladesh.
o In April, a subsidiary of AES completed a $180 million financing for its
360 MW gas-fired combined cycle facility Haripur in Bangladesh.
o In April, AES announced the completion of its acquisition of IPALCO in
Indiana.
o In March, a subsidiary of AES secured the financing for the 720 MW
gas-fired Granite Ridge project in New Hampshire.
o In March, a subsidiary of AES acquired from EniChem SpA an oil-fired 140MW
cogeneration facility in the town of Ottana, which is in the province of
Nuoro, Sardinia, Italy.
o In February, a subsidiary of AES entered an agreement to purchase all of
the energy assets of Thermo Ecotek Corporation, a wholly owned subsidiary
of Thermo Electron Corporation of Waltham, Massachusetts for $195 million.
o In January, AES announced the start of construction of the $300 million AES
Wolf Hollow power plant at a site in Granbury, Texas.
o In January, a subsidiary of AES acquired a majority interest in a 290MW
barge-mounted natural-gas-fired electric generating business in Lagos,
Nigeria.
o In January, AES Huntington Beach submitted a proposal to the California
Energy Commission to restart two retired gas-fired units that will add an
additional 450 megawatts of generation in the electricity-strapped state of
California.
o In January, AES announced the purchase of an additional 39% ownership
interest in Hidroelectrica Alicura, a 1000 MW hydro plant in Argentina.
o In January, AES announced that it had successfully completed its offer to
exchange all American Depositary Shares of Gener S.A. for AES common stock.
AES is a leading global power company comprised of competitive generation,
distribution and retail supply businesses in Argentina, Australia, Bangladesh,
Brazil, Cameroon, Canada, Chile, China, Colombia, Czech Republic, Dominican
Republic, El Salvador, Georgia, Germany, Hungary, India, Italy, Kazakhstan, the
Netherlands, Nigeria, Mexico, Oman, Pakistan, Panama, Sri Lanka, Ukraine, the
United Kingdom, the United States and Venezuela.
The Company's generating assets include interests in one hundred and eighty one
facilities totaling over 60 gigawatts of capacity. AES's electricity
distribution network has over 920,000 km of conductor and associated rights of
way and sells over 126,000 gigawatt hours per year to over 18 million end-use
customers. In addition, through its various retail electricity supply
businesses, AES sells electricity to over 154,000 end-use customers.
AES is dedicated to providing electricity worldwide in a socially responsible
way.
WHERE YOU CAN FIND ADDITIONAL INFORMATION:
AES intends to file a Tender Offer Statement with the Securities and Exchange
Commission as soon as practicable. We urge investors and security holders of
CANTV to read carefully the U.S. offer to purchase regarding the proposed
transaction when it becomes available because it will contain important
information about the transaction. Investors and security holders may obtain a
free copy of the U.S. offer to purchase when it is available and other documents
filed by AES with the Securities and Exchange Commission at the Securities and
Exchange Commission's Web site at www.sec.gov. The U.S. exchange offer and these
other documents may also be obtained for free from D.F. King & Co., Inc., the
Information Agent, by calling 1-800-549-6746.
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For more general information visit our web site at www.aesc.com or contact
investor relations at investing@aesc.com. The list aes-pr-announce is an
automated mailing list and can be found on the investing page of our website.
Those who subscribe to this list will receive updates when AES issues a press
release.
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This press release is for informational purposes only. The solicitation of
offers to buy CANTV ADSs and Class D shares will only be made pursuant to an
offer to purchase and related materials that AES expects to send to CANTV
shareholders. This communication shall not constitute a solicitation of an offer
to purchase in any state in which such offer, solicitation or sale would be
unlawful.
* * * * *
This press release contains forward looking statements concerning the financial
condition, results of operations and business of AES following the consummation
of its proposed acquisition of CANTV and the anticipated financial and other
benefits of such proposed acquisition. In some cases, you can identify forward
looking statements by the words "will", "believes", "plans", "would" or similar
expressions. These forward looking statements are not guarantees of future
performance and are subject to risks and uncertainties and other important
factors, including those that could cause actual results to differ materially
from expectations based on forward looking statements made in this press release
or elsewhere. For a description of certain of these risks please refer to AES's
and CANTV's filings with the SEC.
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