28th Apr 2006 11:48
Telefonica SA28 April 2006 Pursuant to the provisions of Section 82 of the Securities Market Law (Ley delMercado de Valores), TELEFONICA S.A. hereby gives notice of the following SIGNIFICANT EVENT Having analyzed the offers received within the framework for the sale of theequity interest of TELEFONICA, S.A. (hereinafter, "TELEFONICA") in thecapital of TELEFONICA PUBLICIDAD E INFORMACION, S.A. (hereinafter, "TPI"), TELEFONICA has decided to sign the contract committing to the formulationand acceptance of a Public Tender Offer with the English telephone directorycompany YELL GROUP plc (hereinafter, "YELL"). The price of the offer submittedby YELL is 8.50 euros per share (ex-dividend), which entails a total price of1,838 million euros for 59.905% of the share capital of TPI currently owned byTELEFONICA. In this regard, the shareholders acting at the GeneralShareholders' Meeting of TPI held in Madrid on 8 April 2006 approved thedistribution of a dividend of 0.40 euros per share, which will be paid on 5 May2006. Pursuant to the foregoing, TELEFONICA has today formalized an agreement withYELL pursuant to which YELL has agreed to submit to the National SecuritiesMarket Commission (Comision Nacional del Mercado de Valores) (hereinafter, "CNMV") the request for authorization of a Public Tender Offer (hereinafter, the "Offer") for all of the shares of TPI, and TELEFONICA has agreed to accept theoffer with respect to all of the shares of TPI that it owns, pursuant to theterms and conditions of the above-referenced agreement. TELEFONICA may be released from its commitment to accept this Offer in theevent that a competing public offer authorized by the CNMV offers considerationof more than 10% above the initial price of the YELL offer, i.e., greater than9.35 euro per share, unless YELL decided to improve such offer. The Offer is subject to obtaining the relevant administrative authorizations andthe approval of the shareholders acting at the General Shareholders' Meeting ofYELL. Madrid, 28 April 2006. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
TDE.L