TV Azteca to Submit to Shareholders at an Extraordinary Shareholders Meeting the Usefulness of Continuing With Its Program of Am
03 Mai 2005 - 5:23AM
PR Newswire (US)
TV Azteca to Submit to Shareholders at an Extraordinary
Shareholders Meeting the Usefulness of Continuing With Its Program
of American Depositary Receipts MEXICO CITY, May 2
/PRNewswire-FirstCall/ -- TV Azteca, S.A. de C.V. (BMV: TVAZTCA;
NYSE: TZA; Latibex: XTZA), one of the two largest producers of
Spanish language television programming in the world, announced
today that it will submit for approval of its shareholders at a
Company Shareholders Meeting, the usefulness of continuing with the
program of American Depositary Shares (ADRs) in the U.S. and that
trades on the New York Stock Exchange (NYSE). The Company believes
that notable cases of non-compliance with regulatory framework in
the recent past, such as Worldcom, Enron, Adelphia or Parmalat,
generated an overregulated securities market in the United States.
With this, issuers have been obligated to divert time and resources
to comply with excessive regulation, affecting the efficient
management of business. For foreign private issuers in the United
States, the excessive regulation considerably increases current
costs and expenses, as well as legal risks, and its benefits are
highly questionable. Based on these considerations, TV Azteca's
shareholders will consider the impact of the costs incurred on TV
Azteca's business, as well as the present and future benefits that
may be derived from its ADR program. In the event the Shareholder
Meeting decides to terminate the ADR program, the Company will
notify investors and will give notice of such decision to The Bank
of New York (the Depositary). Pursuant to the provisions of Section
6.02 of the Deposit Agreement with the Depositary, the Company may
terminate the Deposit Agreement. The Deposit Agreement may be
reviewed in reports filed by the Company with the Securities and
Exchange Commission (SEC) or at:
http://www.sec.gov/Archives/edgar/data/1023025/000119312504126465/d20f.htm.
The termination would be notified to ADR holders 30 days prior to
such termination. In the event that the Shareholders Meeting
decides to terminate with the ADR program: a) the Company would
give notice to the NYSE and the Depositary of such resolution; b)
the Depositary would give notice to ADR holders; c) the Company
would proceed to amend its Form F-6 (ADR registry) reducing the
number of ADRs issued to zero and, d) the Company would file with
the SEC the amended Form F-6. In this case, the exchange of ADRs in
the market will remain in place for the 30 days following the
termination of the Deposit Agreement. During this time, the ADR
holders will be able to continue exchanging their ADRs for
Certificados de Participacion Ordinaria (CPOs) currently traded in
the Bolsa Mexicana de Valores (the Mexican Stock Exchange). After
concluding the Deposit Agreement, the NYSE should suspend trading
of ADRs in the market, notify the SEC of the termination and
request permission from the SEC to delist the ADRs. In the event
the delisting of the Company's ADRs, the SEC will make public
notice of such fact. In that event, the ADR holders will have two
available options during the time period established by the
Shareholder Meeting: (1) instruct the Depositary to exchange their
ADRs into CPOs or, (2) convert the ADRs into CPOs and request their
sale. In the event that TV Azteca has fewer than 300 holders of the
Company's ADRs that are US residents, the Company may request that
the SEC cancel the registration of its ADRs and, in this case, the
reporting obligations and other US securities regulations would no
longer be applicable to the Company. It should be noted that
registration with the SEC and the listing in the NYSE are separate
events, and therefore in the case of an eventual delisting from the
NYSE, the Company will continue to comply with its obligations to
report information to the SEC as long as it is registered with such
authorities. The trading of the Company's securities in the Mexican
Stock Exchange will continue until the Shareholders Meeting makes a
decision on the issue. If the Shareholders Meeting decides against
terminating the Company's ADR program, the Company would continue
to trade its securities in the United States market as it has until
now and the ADR holders would maintain their current rights. In any
event, the Company will inform the public in a timely manner of any
relevant events that may occur. Company Profile TV Azteca is one of
the two largest producers of Spanish language television
programming in the world, operating two national television
networks in Mexico, Azteca 13 and Azteca 7, through more than 300
owned and operated stations across the country. TV Azteca
affiliates include Azteca America Network, a new broadcast
television network focused on the rapidly growing US Hispanic
market, and Todito.com, an Internet portal for North American
Spanish speakers. Except for historical information, the matters
discussed in this press release are forward-looking statements and
are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected. Risks
that may affect TV Azteca are identified in its Form 20-F and other
filings with the US Securities and Exchange Commission. DATASOURCE:
TV Azteca, S.A. de C.V. CONTACT: Investor Relations - Bruno Rangel,
+5255-3099-9167, , or Media Relations - Tristan Canales,
+5255-1720-5786, , or Daniel McCosh, +5255-1720-0059, Web site:
http://www.tvazteca.com.mx/
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