Schoenherr advises AMX and Carso Telecom on shareholders’ agreement with OIAG

Schoenherr has advised América Móvil (AMX) and its wholly owned subsidiary Carso Telecom in connection with the negotiation and conclusion of a shareholders’ agreement with the Republic of Austria’s state holding company OIAG, regarding their respective participations in Telekom Austria.

As a result of an agreement signed on 23 April 2014, the parties will pool their Telekom Austria shareholdings. Upon closing, Carso Telecom/AMX will be afforded with industrial leadership and control of Telekom Austria. OIAG’s position as a core shareholder will be protected by veto rights.

As part of the transaction, OIAG and AMX have agreed subject to closing of a public offer and approval by shareholders to vote in favour of and support a capital increase in Telekom Austria up to €1bn (£600m).

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, OIAG or Telekom Austria. This public offer was pre-announced on 23 April 2014 at €7.15 per share. The shareholders’ agreement and the public offer are subject to various regulatory approvals.

Schoenherr advised on all aspects of the transaction, including corporate, takeover and merger control laws, as well as other regulatory aspects.

The Schoenherr team advising América Móvil was led by Christian Herbst (partner, corporate/M&A) and further consisted of Florian Kusznier (partner, corporate/M&A), Maximilian Lang (associate, corporate/M&A), Sascha Schulz (associate, corporate/M&A), Volker Weiss (partner, EU and competition) and Evelin Hlina (associate, EU and competition).