|
1.
|
Background information
behind the Bid:
|
|
2.
|
Relations with the
Bidder and the controller:
|
|
3.
|
An opinion on the
Bid.
|
|
a)
|
The price
offered has been carrying a 25% premium over the latest closing price of
the share (11.09.08)
|
|
b)
|
The price
offered carries a 33% premium over the series A shares and a 36% over the
series B shares in accordance with the weighted price per volume between
June 10 and September 4 2008
|
|
c)
|
The price
offered has been carrying a 34% premium over the average price of the
series A shares during the last 30 stock market sessions prior to the
Notification of Commencement. Furthermore, the premium paid for the latest
Takeover Bids of Chilean companies has been 24% compared to the 34% of
this one,
|
|
d)
|
The Bid covers
all of the series A and B shares of Telefónica Chile, so there is no
question of them being apportioned.
|
|
e)
|
The series B
share cannot be easily disposed of in the
market,
|
|
f)
|
The price
means an EV/EBITDA 2008/E of 4.9 compared to the 4.1 of similar
fixed/integrated phone companies in the
region,
|
|
g)
|
The price of
1,000 pesos per series A shares is comparable to the average target price
of the analysts of Telefónica Chile which is 1,019
pesos
|
|
h)
|
Telefónica
Chile’s liquidity has been drastically reduced over the last two years and
it could become gradually more complex and difficult to dispose of an
investment in shares belonging to Telefónica
Chile
|
|
i)
|
The difficult
time that stock markets worldwide are facing where series A shares have
dropped by 16% in 2008 alone
|
|
j)
|
The price will
be paid in cash within 30 days from the Notification of
Commencement.
|
|
4.
|
Final
Considerations:
|
|
1.
|
Background information
behind the Bid:
|
|
2.
|
Relations with the
Bidder and the controller:
|
|
3.
|
An opinion on the
Bid.
|
|
a)
|
The price
offered has been carrying a 25% premium over the last closing price of the
shares (11.09.08), a 33% premium over the series A shares and a 36% over
the series B shares compared to the weighted price per volume between June
10 and September 4 2008 and a 34% premium over the average price of the
series A shares during the last 30 stock market sessions prior to the
Notification of Commencement.
|
|
b)
|
The Bid covers
all of the series A and B shares of Telefónica Chile that do not belong to
the controller, so there is no question of apportioning
them.
|
|
c)
|
The price will
be paid in cash within 30 days from the Notification of
Commencement.
|
|
4.
|
Final
Considerations:
|
|
1.
|
Background information
behind the Bid:
|
|
2.
|
Relations with the
Bidder and the controller:
|
|
3.
|
An opinion on the
Bid.
|
|
a)
|
The price
offered has been carrying a 34% premium over the average price of the
series A shares during the last 30 stock market sessions prior to the
Notification of Commencement. Furthermore, the premium paid for the latest
Takeover Bids of Chilean companies has been 24% compared with the 34% of
this one,
|
|
b)
|
The price
means an EV/EBITDA 2008/E of 4.9 compared to the 4.1 of similar
fixed/integrated phone companies in the
region,
|
|
c)
|
The price of
1,000 pesos per series A shares is comparable to the average target price
of 1,019 pesos that analysts of Telefónica Chile established throughout
2008,
|
|
d)
|
The
uncertainties being faced by stock markets worldwide as a result of
fallout from the subprime crisis,
|
|
e)
|
The huge
transformations that the telecommunications market is facing as a result
of technological and regulatory changes as well as the stiff competition
reigning.
|
|
4.
|
Final
Considerations:
|
|
1.
|
Background information
behind the Bid:
|
|
2.
|
Relations with the
Bidder and the controller:
|
|
-
|
Atento Chile
S.A.
|
|
-
|
Telefónica
Larga Distancia S.A.
|
|
-
|
Telefónica
Empresas Chile S.A.
|
|
-
|
|
|
3.
|
An opinion on the
Bid.
|
|
a)
|
The price
offered has been carrying a 25% premium over the latest closing price of
the share (11.09.08)
|
|
b)
|
The price
offered carries a 32.8% premium over the series A shares and a 35.9% over
the series B shares in accordance with the weighted price per volume
between June 10 and September 4
2008
|
|
c)
|
The price
offered has been carrying a 34% premium over the average price of the
series A shares during the last 30 stock market sessions prior to the
Notification of Commencement. Furthermore, the premium paid for the latest
Takeover Bids of Chilean companies has been 24% compared to the 34% of
this one,
|
|
d)
|
The Bid covers
all of the series A and B shares of Telefónica Chile, so there is no
question of them being apportioned.
|
|
e)
|
The series B
share cannot be easily disposed of in the
market,
|
|
f)
|
The price
means an EV/EBITDA 2008/E of 4.9 compared to the 4.1 of similar
fixed/integrated phone companies in the
region,
|
|
g)
|
The price of
1,000 pesos per series A shares is comparable to the average target price
of the analysts of Telefónica Chile which is 1,019
pesos
|
|
h)
|
Telefónica
Chile’s liquidity has been drastically reduced over the last two years and
it could become gradually more complex and difficult to dispose of an
investment in shares belonging to Telefónica
Chile
|
|
i)
|
The difficult
time that stock markets worldwide are facing where series A shares have
dropped by 16% in 2008 alone
|
|
j)
|
The price will
be paid in cash within 30 days from the Notification of
Commencement.
|
|
4.
|
Final
Considerations:
|
|
1.
|
Background information
behind the Bid:
|
|
2.
|
Relations with the
Bidder and the controller:
|
|
3.
|
An opinion on the
Bid.
|
|
a)
|
The price
offered has been carrying a 25% premium over the latest closing price of
the share (11.09.08), a 33% over the series A shares and a 36% over the
series B shares compared to the weighted price per volume between June 10
and September 4 2008 and a 34% premium over the average price of series A
shares during the last 30 stock market sessions prior to the Notification
of Commencement.
|
|
b)
|
The Bid covers
all of the series A and B shares of Telefónica Chile that do not belong to
the controller, so there is no question of them being
apportioned.
|
|
c)
|
The price will
be paid in cash within 30 days from the Notification of
Commencement.
|
|
4.
|
Final
Considerations:
|
|
1.
|
Background information
behind the Bid:
|
|
2.
|
Relations with the
Bidder and the controller:
|
|
3.
|
An opinion on the
Bid.
|
|
a)
|
The price
offered has been carrying a 34% premium over the average price of the
series A shares during the last 30 stock market sessions prior to the
Notification of Commencement. Moreover, the premium paid for the latest
Takeover Bids of Chilean companies amounted to 24% compared to the 34% of
this one,
|
|
b)
|
The price
means an EV/EBITDA 2008/E of 4.9 compared to the 4.1 of similar
fixed/integrated phone companies in the
region.
|
|
c)
|
The price of
1,000 pesos per series A shares is comparable with the average target
price of 1,019 pesos that the analysts of Telefónica Chile established
throughout 2008.
|
|
d)
|
The
uncertainties faced by stock markets worldwide as a result of fallout from
the subprime crisis.
|
|
4.
|
Final
Considerations:
|
|
1.
|
Background information
behind the Bid:
|
|
2.
|
Relations with the
Bidder and the controller:
|
|
3.
|
An opinion on the
Bid.
|
|
a)
|
The price
offered has been carrying a 25% premium over the latest closing price of
the share (11.09.08)
|
|
b)
|
The price
offered carries a 33% premium over the series A shares and a 36% over the
series B shares in accordance with the weighted price per volume between
June 10 and September 4 2008
|
|
c)
|
The price
offered has been carrying a 34% premium over the average price of the
series A shares during the last 30 stock market sessions prior to the
Notification of Commencement. Furthermore, the premium paid for the latest
Takeover Bids of Chilean companies has been 24% compared to the 34% of
this one,
|
|
d)
|
The Bid covers
all of the series A and B shares of Telefónica Chile, so there is no
question of them being apportioned.
|
|
e)
|
The series B
share cannot be easily disposed of in the
market,
|
|
f)
|
The price
means an EV/EBITDA 2008/E of 4.9 compared to the 4.1 of similar
fixed/integrated phone companies in the
region,
|
|
g)
|
The price of
1,000 pesos per series A shares is comparable to the average target price
of the analysts of Telefónica Chile which is 1,019
pesos
|
|
h)
|
Telefónica
Chile’s liquidity has been drastically reduced over the last two years and
it could become gradually more complex and difficult to dispose of an
investment in shares belonging to Telefónica
Chile,
|
|
i)
|
The difficult
time that stock markets worldwide are facing where series A shares have
dropped by 16% in 2008 alone, and
|
|
j)
|
The price will
be paid in cash within 30 days from the Notification of
Commencement.
|
|
4.
|
Final
Considerations:
|
|
1.
|
Background information
behind the Bid:
|
|
2.
|
Relations with the
Bidder and the controller:
|
|
3.
|
An opinion on the
Bid.
|
|
a)
|
The price
offered has been carrying a 25% premium over the latest closing price of
the share (11.09.08), a 33% over the series A shares and a 36% over the
series B shares compared to the weighted price per volume between June 10
and September 4 2008 and a 34% premium over the average price of series A
shares during the last 30 stock market sessions prior to the Notification
of Commencement.
|
|
b)
|
The Bid covers
all of the series A and B shares of Telefónica Chile that do not belong to
the controller, so there is no question of them being
apportioned.
|
|
c)
|
The price will
be paid in cash within 30 days from the Notification of
Commencement.
|
|
4.
|
Final
Considerations:
|
|
1.
|
Background information
behind the Bid:
|
|
2.
|
Relations with the
Bidder and the controller:
|
|
3.
|
An opinion on the
Bid.
|
|
a)
|
The price
offered has been carrying a 25% premium over the latest closing price of
the share (11.09.08), a 33% premium over the series A shares and a 36%
over the series B shares compared to the weighted price per volume between
June 10 and September 4 2008 and a 34% premium over the average price of
the series A shares during the last 30 stock market sessions prior to the
Notification of Commencement.
|
|
b)
|
The Bid covers
all of the series A and B shares of Telefónica Chile that do not belong to
the controller, so there is no question of them being
apportioned.
|
|
c)
|
The price will
be paid in cash within 30 days from the Notification of
Commencement.
|
|
4.
|
Final
Considerations:
|
COMPAÑÍA
DE TELECOMUNICACIONES DE CHILE S.A.
|
|||
By:
|
/S/ Isabel
Margarita Bravo C.
|
||
Name: | Isabel Margarita Bravo C. | ||
Title: | Financial Director |