UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14D-9
(RULE
14d-101)
SOLICITATION/RECOMMENDATION
STATEMENT UNDER
SECTION
14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Compañía
de Telecomunicaciones de Chile S.A.
(Name of
Subject Company)
Compañía
de Telecomunicaciones de Chile S.A.
(Name of
Person(s) Filing Statement)
Series A
Common Stock, no par value
Series B
Common Stock, no par value
and
American
Depositary Shares, Each Representing Four Series A Shares
(Title of
Class of Securities)
American
Depositary Shares (204449300)
(CUSIP
Number of Class of Securities)
Víctor
Galilea
General
Counsel
Compañía
de Telecomunicaciones de Chile S.A.
Avenida
Providencia 111
Santiago,
Chile
(562)
691-3779
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of the Person(s) Filing Statement)
With
a Copy to:
Nicholas
A. Kronfeld
Davis Polk
& Wardwell
450
Lexington Avenue
New York,
NY 10017
(212)
450-4000
Item
1. Subject Company Information.
The name
of the subject company to which this Solicitation/Recommendation Statement on
Schedule 14D-9 (the “Schedule”) relates is Compañía
de Telecomunicaciones de Chile S.A., a Chilean sociedad anónima (the “Company”). The
address of the principal executive offices of the Company is Avenida Providencia
111, Santiago, Chile, and the telephone number of the principal executive
offices of the Company is (562) 691-2020.
This
Schedule relates to the Company’s Series A Common Stock (the “Series A Shares”), no par
value, Series B Common Stock (the “Series B Shares” and, together
with the Series A Shares, the “Shares”), no par value, and
the American Depositary Shares each representing four Series A Shares (the
“ADSs”). As
of December 5, 2008, there were 873,995,447 Series A Shares outstanding,
including 161,721,163 Series A Shares evidenced by ADSs, and 83,161,638 Series B
Shares outstanding.
Item
2. Identity and Background of Filing Person.
The
Company’s name, business address and business telephone number are set forth in
Item 1 above.
This
Schedule relates to the tender offer disclosed in a Schedule TO/13E-3, dated
December 2, 2008 (the “Schedule
TO”), of Inversiones Telefónica Internactional Holding Limitada, a
Chilean limited liability company (sociedad de responsabilidad
limitada) (the “Purchaser”) and an indirect
wholly-owned subsidiary of Telefónica, S.A. (“Telefónica,” and together with
the Purchaser, the “Bidders”), a publicly held
stock corporation organized and existing under the laws of the Kingdom of Spain,
to purchase (1) any and all outstanding Shares, other
than Shares currently owned
by Telefónica Internacional Chile S.A. (the parent company of Purchaser and an
indirect wholly-owned subsidiary of Telefónica,
hereinafter “TICSA”), from all holders of Shares resident
in the United States (“U.S.
Holders”) and
(2) any and all outstanding ADSs, other than ADSs currently
owned, directly or indirectly by Telefónica or its
affiliates (such offer, the “U.S. Offer”) at a
purchase price of 4,400 Chilean pesos per ADS, 1,100 Chilean pesos per Series A
Share and 990 Chilean pesos per Series B Share, net to the seller in cash (less
any amounts withheld under applicable tax laws), without interest, on the terms
and subject to the conditions set forth in the Purchaser’s offer to purchase,
dated as of December 2, 2008 (the “Offer to Purchase”), and the
related letters of transmittal. The purchase price will be, in
each case, payable in United States dollars, with the dollar amount thereof
being determined by the daily average dollar-to-peso exchange rate at which
commercial banks conduct authorized transactions in Chile as determined by the Central Bank of
Chile and published in the Official Gazette in
Chile on the expiration date of the U.S.
Offer. Through a concurrent offer in
Chile, the Purchaser is offering to purchase any
and all of the outstanding Shares, other than Shares currently owned by TICSA,
including Shares held by U.S. Holders (such concurrent offer, together with the U.S. Offer, the “Offer”).
On
December 1, 2008, the Bidders announced their intention to make the Offer and on
December 2, 2008, the Bidders made the Offer to Purchase to our shareholders and
filed the Offer to Purchase with the Securities and Exchange Commission (the
“SEC”). The
Offer is scheduled to expire at 3:30 p.m. New York time on December 31,
2008.
On
September 17, 2008, Purchaser commenced dual tender offers in Chile and in the
United States (the “Initial
Chilean Offer” and the “Initial U.S. Offer,”
respectively, and together, the “Initial Tender Offer”) for all
outstanding Shares and ADSs. The Initial Chilean Offer expired on
October 30, 2008 and the Initial U.S. Offer expired on October 31,
2008. After the closing of the Initial Chilean Offer and the Initial
U.S. Offer, Telefónica, together with its affiliates, owned an aggregate of
926,028,064,
or approximately 96.75%, of the total outstanding Shares, including Shares
represented by ADSs. Chilean law required Purchaser to commence the
Offer because as a result of the Initial Tender Offer it acquired share
ownership in excess of two-thirds of the Company. The Offer is for
the remaining Shares not acquired by Purchaser in the Initial Tender Offer or
previously owned by the Telefónica and its affiliates, including Shares
represented by ADSs not acquired by Purchaser in the Initial Tender
Offer.
The
Bidders’ address, as set forth on the Schedule TO, is Distrito C, Ronda de la
Comunicación, s/n, 28050 Madrid, Spain.
Item
3. Past Contacts, Transactions, Negotiations and
Agreements.
Five of
the seven current directors of the Company are affiliates of
Telefónica. These five directors are: (1) Emilio Gilolmo López, (2)
Narcis Serra Serra, (3) Andrés Concha Rodríguez, (4) Fernando Bustamante and (5)
Marco Colodro, all of whom were appointed by Telefónica at the 2007 annual
meeting of the Company’s Shareholders except for Andrés Concha who was appointed
by Telefónica at the April 27, 2008 meeting of the Board. Five of the
seven alternate directors of the Company are affiliates of
Telefónica. These five alternate directors are José María
Álvarez−Pallete, Manuel Álvarez−Trongé, Mario Eduardo Vásquez, Alfonso Ferrari
Herrero and Raúl Morodo, all of whom were appointed by Telefónica at the 2007
annual meeting of the Company’s Shareholders, except for Raúl Morodo who was
appointed by Telefónica at the April 27, 2008 meeting of the
Board. The Bidders have indicated in the Offer to Purchase that they
expect that such persons will retain their respective positions at the Company
following completion of the Offer. In addition, the following
directors of the Company own Shares or ADSs: Marco Colodro (2 Series B Shares)
and Alfonso Ferrari (1 Series B Share).
Emilio
Gilolmo López is a member of the board of directors of the following companies,
each of which is an affiliate of Telefónica: Atento Chile S.A., Telefónica Larga
Distancia S.A., Telefónica Empresas Chile S.A. and Telefónica Internacional
Chile S.A.
Narcis
Serra Serra is a member of the board of directors of the following companies,
each of which is an affiliate of Telefónica: Telefónica Internacional SAU and
Telecomunicaçoes de São Paulo, S.A.
Item
4. The Solicitation or Recommendation.
Chilean
law does not require a recommendation of the Company, its Board of Directors or
any member of the Company’s Board of Directors that the shareholders accept or
reject the Offer because the Offer is for less than 5% of the total outstanding
Shares. Therefore, the Company is expressing no opinion to its
shareholders and is remaining neutral with respect to the Offer. The
Company has not made a determination whether the Offer is fair to or in the best
interests of the Company's shareholders and is not making a recommendation
regarding whether the Company’s shareholders should accept the Offer and tender
their shares, and if so how many shares to tender, or reject the Offer and not
tender their shares.
A
shareholder’s decision whether or not to tender its shares or ADSs in the Offer
and, if so, how many shares to tender, is a personal investment decision based
upon each individual shareholder’s particular circumstances. Each
shareholder is urged to make its own decision regarding the Offer based on all
of the available information, including the adequacy of the consideration in
light of the shareholder’s own investment objectives, the shareholder’s views as
to prospects and outlook and any other factors that the shareholder deems
relevant to its investment decision. Each shareholder is also urged
to consult with its financial and tax advisors regarding the Offer.
After
reasonable inquiry and to its best knowledge, the Company understands that no
director or executive officer of the Company intends to tender or sell ADSs or
Shares pursuant to the Offer.
Item
5. Person/Assets Retained, Employed, Compensated or
Used.
Neither
the Company, nor any person acting on its behalf, has directly or, to its
knowledge, indirectly, employed, retained or agreed to compensate any person or
class of persons to make solicitations or recommendations in connection with the
Offer.
Item
6. Interest in Securities of the Subject Company.
Other than
the transactions consummated by the Bidders pursuant to the Initial Tender Offer
and the tender by certain of the Company’s executive officers of the ADSs and
Shares held by them pursuant to Initial Tender Offer, no transactions in the
ADSs or Shares have been effected during the past 60 days by the Company or, to
its knowledge, by any executive officer, director or affiliate of the
Company.
Item
7. Purposes of the Transaction and Plans or Proposals.
The
Company is not now undertaking or engaged in any negotiations in response to the
Offer that relate to, or would result in, one or more of the following or a
combination thereof: (i) a tender offer for or other acquisition of any of the
Company’s securities by the Company, its subsidiaries or any other person, (ii)
any extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries, (iii) a purchase, sale or
transfer of a material amount of assets by the Company or any of its
subsidiaries or (iv) any material change in the present dividend rate or policy,
indebtedness or capitalization of the Company.
There is
no transaction, resolution of the Board, agreement in principle or signed
contract that has been entered into in response to the Offer that relates to or
would result in one or more of the events referred to in the previous
paragraph.
Item
8. Additional Information.
None.
Item
9. Exhibits.
None
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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COMPAÑÍA
DE TELECOMUNICACIONES DE CHILE S.A.
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By:
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/s/
Isabel Margarita Bravo C.
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Name:
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Isabel
Margarita Bravo C.
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Title:
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Financial
Director
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