15th Sep 2015 07:31
GRUPO CLARIN S.A.
Grupo Clarín - Minutes of the Meeting of the Board of Directors
Attached below is a free translation of the minutes of the meeting of the Board of Directors held on 10 September 2015.
Enquiries:
In Buenos Aires:
Alfredo Marín/Agustín Medina Manson
Grupo Clarín
Tel: +5411 4309 7215
Email: [email protected]
In London:
Alex Money
Jasford IR
Tel: +44 20 3289 5300
Email: [email protected]
In New York:
Melanie Carpenter
I-advize Corporate Communications
Tel: +1 212 406 3692
Email: [email protected]
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors No. 332: In the City of Buenos Aires, on the 10th day of the month of September 2015, at 11.00 hours, the Board of Directors of Grupo Clarín S.A. (the "Company") meets at the Company's headquarters on calle Piedras 1743, Federal Capital, with the presence of Messrs. Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Héctor Mario Aranda, Saturnino Lorenzo Herrero Mitjans, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César José Menzani, Sebastián Salaber, Luis María Blaquier and of the undersigned members of the Supervisory Committee. The Chairman, Mr. Jorge C. Rendo, opens the meeting and submits the following point of the agenda to the consideration of those present: Status of the negotiations held within the framework of the Offer delivered to NII Mercosur Telecom, S.L.U., NII Mercosur Móviles, S.L.U. (the "Sellers"). Mr. Urricelqui speaks and states that, pursuant to the decision of this Board of Directors of 7 September and to the mandate vested in [the Company] by the Board, the Company delivered an offer to Sellers. The offer contemplates a series of transactions that, subject to the fulfillment of certain conditions-including obtaining the necessary regulatory approvals-and to its acceptance by Sellers, would grant the Company and/or its subsidiaries the right to acquire 49% of the capital stock of Nextel Communications Argentina S.R.L. ("Nextel") and an option to acquire the remaining 51% (the "51% Option") (the "Offer"). Within the framework of said Offer [the Company] has continued with the negotiations tending towards the acceptance of such Offer by Sellers. Mr. Urricelqui adds that, among the conditions that were negotiated, the Company is granted the power to assign its rights and obligations under the Offer to any of its subsidiaries. Therefore, and considering that the acquisition of Nextel will allow Cablevisión S.A. to preserve its competitiveness in the field of telecommunications-which inevitably requires the articulation of fixed and mobile services in order to satisfy the new demands of users-and to become a full telecommunication services operator, Mr. Urricelqui motions, specifically, to offer Cablevisión S.A. the assignment of the rights and obligations arising from the Offer, so that, once such assignment is accepted by Sellers, Cablevisión S.A. may acquire 49% of the capital stock of Nextel and become the holder of the 51% Option. After an exchange of questions and answers, the Directors approve unanimously to offer Cablevisión S.A. the assignment of the Offer, subject to its acceptance by Sellers. In addition, the Board unanimously authorizes Messrs. Jorge C. Rendo, Alejandro A. Urricelqui and Ignacio R. Driollet, in their capacity as Directors of Cablevisión S.A., individually to make a proposal to Cablevisión S.A. for the assignment of the rights and obligations under the Offer. With no further items to discuss, the meeting is adjourned at 12.00 hours.
Signors:
Directors: Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Héctor Mario Aranda, Saturnino Lorenzo Herrero Mitjans, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César José Menzani, Sebastián Salaber and Luis María Blaquier.
Supervisory Committee: Carlos Di Candia and Raúl Antonio Morán.
Related Shares:
GCLA.L