SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
OF
THE SECURITIES EXCHANGE ACT OF 1934
September
25, 2008
(Commission
File Number: 001-10579)
COMPAÑÍA
DE TELECOMUNICACIONES DE CHILE S.A.
(Exact
name of Registrant as specified in its Charter)
TELECOMMUNICATIONS
COMPANY OF CHILE
(Translation
of Registrant's name into English)
Avenida
Providencia No. 111, Piso 22
Providencia,
Santiago, Chile
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file
annual
reports under cover Form 20-F or Form 40-F.
Form
20-F X
Form 40-F
___
Indicate
by check mark if the registrant is submitting the Form 6-K
in paper
as permitted by Regulation S-T Rule 101(b)(1): Yes ___ No X
Indicate
by check mark if the registrant is submitting the Form 6-K
in paper
as permitted by Regulation S-T Rule 101(b)(7): Yes ___ No X
Indicate
by check mark whether by furnishing the information contained in this
Form,
the
registrant is also thereby furnishing the information to the Commission pursuant
to
Rule
12g3-2(b) under the Securities Exchange Act of 1934.
Yes ___ No X
If "Yes"
is marked, indicated below the file number assigned to the
registrant in connection with Rule
12g3-2(b): N/A
Item 1:
Letter from Emilio Gololmo López, Chairman of the Board of Directors of Compañía
de Telecomunicaciones de Chile S.A., to the Chilean Superintendency of
Securities and Insurance, with attachments.
Item
1:
[Compañía
de Telecomunicaciones de Chile S.A. letterhead]
Santiago
September 24, 2008
Mr.
Guillermo Larraín Ríos
Superintendent
of Securities and Insurance
I hereby
attach, the originals of letters issued by the members of the board of directors
of the company as indicated below, in compliance with Securities Market Law
18.045, article 207, item c), in connection with the public offer to purchase
shares of Compañía de Telecomunicaciones de Chile S.A., launched on September
16, 2008 by Telefónica Internacional Holding Chile Limitada.
Emilio
Gilolmo López, director,
Narcis
Serra Serra, director (photocopy attached, original to follow
tomorrow),
Andrés
Concha Martínez, director,
Fernando
Bustamante Huerta, director,
Hernán
Cheyre Valenzuela, director, Carlos Díaz Vergara, alternate
director,
Patricio
Rojas Ramos, director, Benjamín Holmes Bierwirth, alternate director,
and
Marco
Colodro Hadjes, director.
With
nothing further, best regards,
/s/ Emilio
Gilolmo López
Emilio
Gilolmo López
Chairman
of the Board of Directors
Compañía
de Telecomunicaciones de Chile S.A.
Santiago, September
22 2008
To the Shareholders
of
Compañía de
Telecomunicaciones de Chile S.A.
Re: Takeover Bid of
the Shares of Compañía de Telecomunicaciones de Chile S.A.
by Telefónica S.A.
through its subsidiary Inversiones Telefónica Internacional Holding
Limitada
Dear
Sirs,
In accordance with
what is set forth in letter c) of article 207 of Act 18,045 of the Securities
Market and in my capacity as a director of Compañía de Telecomunicaciones de
Chile S.A. (Telefónica Chile), I have pleasure in setting out as follows my
opinion regarding the takeover bid of the shares referred to (the
“Bid”).
|
1.
|
Background information
behind the Bid:
|
As you will have
noticed in advertisements published in the newspapers El Mercurio of Santiago
and La Tercera on September 16 last (the “Notification of Commencement”), the
company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a
company belonging to the Telefónica S.A. group has offered to acquire 486
million series A shares and 41 million series B shares equal to 55.1% of the
total stock issued with voting rights by Telefónica Chile, at a price of 1,000
pesos per series A share and 900 pesos per series B share, payable in cash. The
remainder of the terms and conditions of the Bid are mentioned in the
Notification of Commencement and in the prospectus of the Bid prepared by the
Bidder that is at the disposal of any parties interested and the shareholders of
Telefónica Chile.
|
2.
|
Relations with the
Bidder and the controller:
|
I declare that as of
this date I have no relationship whatsoever with the Bidder nor any interest in
its operations, acts or contracts.
I have been a
Director since April 26 2001 and I was reelected on April 13 2007 with the votes
of the company Telefónica Internacional Chile S.A., the shareholder and
controller of Telefónica Chile belonging to the Telefónica S.A.
group.
I declare that I am
not a shareholder of Telefónica Chile and that I have no personal interest in
the Bid.
|
3.
|
An opinion on the
Bid.
|
Whilst preparing
this opinion, I have taken into account the terms and conditions of the Bid
reported in the Notification of Commencement, in the Prospectus and the public
information issued by domestic and international analysts on Telefónica
Chile.
Bearing this in mind
then, I deem that the Bid might be of interest to the shareholders for the
reasons I set forth hereafter:
|
a)
|
The price
offered has been carrying a 25% premium over the latest closing price of
the share (11.09.08)
|
|
b)
|
The price
offered carries a 33% premium over the series A shares and a 36% over the
series B shares in accordance with the weighted price per volume between
June 10 and September 4 2008
|
|
c)
|
The price
offered has been carrying a 34% premium over the average price of the
series A shares during the last 30 stock market sessions prior to the
Notification of Commencement. Furthermore, the premium paid for the latest
Takeover Bids of Chilean companies has been 24% compared to the 34% of
this one,
|
|
d)
|
The Bid covers
all of the series A and B shares of Telefónica Chile, so there is no
question of them being apportioned.
|
|
e)
|
The series B
share cannot be easily disposed of in the
market,
|
|
f)
|
The price
means an EV/EBITDA 2008/E of 4.9 compared to the 4.1 of similar
fixed/integrated phone companies in the
region,
|
|
g)
|
The price of
1,000 pesos per series A shares is comparable to the average target price
of the analysts of Telefónica Chile which is 1,019
pesos
|
|
h)
|
Telefónica
Chile’s liquidity has been drastically reduced over the last two years and
it could become gradually more complex and difficult to dispose of an
investment in shares belonging to Telefónica
Chile
|
|
i)
|
The difficult
time that stock markets worldwide are facing where series A shares have
dropped by 16% in 2008 alone
|
|
j)
|
The price will
be paid in cash within 30 days from the Notification of
Commencement.
|
I should like the
shareholders to know that I am stating this opinion whilst complying with my
legal obligation and it is not an advice or a recommendation to the shareholders
to sell or keep their shares of Telefónica Chile. Therefore, I recommend the
shareholders seek whatever advice they feel is pertinent both as regards the
legal, financial and tax aspects as well as any others, in order that they might
to take an informed decision that is in their best interests.
Yours
faithfully,
(signature
illegible)
Fernando
Bustamante Huerta
Full Series A
Director
Compañía de
Telecomunicaciones de Chile S.A.
Santiago, September
24 2008
To the Shareholders
of
Compañía de
Telecomunicaciones de Chile S.A.
Re: Takeover Bid of
the Shares of Compañía de Telecomunicaciones de Chile S.A.
by Telefónica S.A.
through its subsidiary Inversiones Telefónica Internacional Holding
Limitada
Dear
Sirs,
In accordance with
what is set forth in letter c) of article 207 of Act 18,045 of the Securities
Market and in my capacity as a deputy director of Compañía de Telecomunicaciones
de Chile S.A. (Telefónica Chile), I have pleasure in setting out as follows my
opinion regarding the takeover bid of the shares referred to (the
“Bid”).
|
1.
|
Background information
behind the Bid:
|
As you will have
noticed in advertisements published in the newspapers El Mercurio of Santiago
and La Tercera on September 16 last (the “Notification of Commencement”), the
company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a
company belonging to the Telefónica S.A. group has offered to acquire
486,001,923 series A shares and 41,422,151 series B shares equal to 100% of the
total stock of both series issued by Telefónica Chile that does not belong to
the Bidder or its controller Telefónica Internacional Chile S.A., at a price of
1,000 pesos per series A share and 900 pesos per series B share, payable in
cash. The remainder of the terms and conditions of the Bid are mentioned in the
Notification of Commencement and in the prospectus of the Bid prepared by the
Bidder that is at the disposal of any parties interested and the shareholders of
Telefónica Chile.
|
2.
|
Relations with the
Bidder and the controller:
|
I declare that I
have no relationship whatsoever with the controller and partner of Telefónica
Chile nor with the Bidder.
I also declare that
I am not a shareholder of Telefónica Chile, that I have no personal interest in
the Bid and that I was elected a director of the company without having received
any votes from the shareholder and controller.
|
3.
|
An opinion on the
Bid.
|
Whilst preparing
this opinion, I have taken into account the information relating to Telefónica
Chile that is available to the public, the terms of the Bid reported in the
Notification of Commencement and the information found in the prospectus on the
Bid prepared by the Bidder.
In accordance with
this then, and on the basis of the factors that I have set forth hereafter, I
deem that the Bid might be of interest to those shareholders wishing to dispose
of their investment:
|
a)
|
The price
offered has been carrying a 25% premium over the last closing price of the
shares (11.09.08), a 33% premium over the series A shares and a 36% over
the series B shares compared to the weighted price per volume between June
10 and September 4 2008 and a 34% premium over the average price of the
series A shares during the last 30 stock market sessions prior to the
Notification of Commencement.
|
|
b)
|
The Bid covers
all of the series A and B shares of Telefónica Chile that do not belong to
the controller, so there is no question of apportioning
them.
|
|
c)
|
The price will
be paid in cash within 30 days from the Notification of
Commencement.
|
I should like the
shareholders to know that I am stating this opinion whilst complying with my
legal obligation and it is not an advice or a recommendation to the shareholders
to sell or keep their shares of Telefónica Chile. Therefore, I recommend the
shareholders seek whatever advice they feel is pertinent both as regards the
legal, financial and tax aspects as well as any others, in order that they might
to take an informed decision that is in their best interests.
Yours
faithfully,
(signature
illegible)
Benjamín Holmes
Bierwirth
Deputy
Director
Santiago, September
24 2008
To the Shareholders
of
Compañía de
Telecomunicaciones de Chile S.A.
Re: Takeover Bid of
the Shares of Compañía de Telecomunicaciones de Chile S.A.
by Telefónica S.A.
through its subsidiary Inversiones Telefónica Internacional Holding
Limitada
Dear
Sirs,
In accordance with
what is set forth in letter c) of article 207 of Act 18,045 of the Securities
Market and in my capacity as a director of Compañía de Telecomunicaciones de
Chile S.A. (Telefónica Chile), I have pleasure in setting out as follows my
opinion regarding the takeover bid of the shares referred to (the
“Bid”).
|
1.
|
Background information
behind the Bid:
|
As you will have
noticed in advertisements published in the newspapers El Mercurio of Santiago
and La Tercera on September 16 last (the “Notification of Commencement”), the
company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a
company belonging to the Telefónica S.A. group has offered to acquire 486
million series A shares and 41 million series B shares equal to 55.1% of the
total stock issued with voting rights by Telefónica Chile, at a price of 1,000
pesos per series A share and 900 pesos per series B share, payable in cash. The
remainder of the terms and conditions of the Bid are mentioned in the
Notification of Commencement and in the prospectus of the Bid prepared by the
Bidder that is at the disposal of any parties interested and the shareholders of
Telefónica Chile.
|
2.
|
Relations with the
Bidder and the controller:
|
As of this date I
have no relationship whatsoever with the Bidder nor any interest in his
operations, acts or contracts.
I have been a
Director since April 13 2007 elected with the votes of the company Telefónica
Internacional Chile S.A., the shareholder and controller of Telefónica Chile
belonging to the Telefónica S.A. group.
I declare that I am
the owner of one series B share because the corporate by-laws call for all
directors to be shareholders of that series. I also declare having no personal
interest in the Bid.
|
3.
|
An opinion on the
Bid.
|
Whilst preparing
this opinion, I have taken into account the terms and conditions of the Bid
reported in the Notification of Commencement, in the Prospectus and the public
information issued by domestic and international analysts on Telefónica
Chile.
Bearing this in mind
then, I deem that the Bid might be of interest to the shareholders for the
reasons I set forth hereafter:
|
a)
|
The price
offered has been carrying a 34% premium over the average price of the
series A shares during the last 30 stock market sessions prior to the
Notification of Commencement. Furthermore, the premium paid for the latest
Takeover Bids of Chilean companies has been 24% compared with the 34% of
this one,
|
|
b)
|
The price
means an EV/EBITDA 2008/E of 4.9 compared to the 4.1 of similar
fixed/integrated phone companies in the
region,
|
|
c)
|
The price of
1,000 pesos per series A shares is comparable to the average target price
of 1,019 pesos that analysts of Telefónica Chile established throughout
2008,
|
|
d)
|
The
uncertainties being faced by stock markets worldwide as a result of
fallout from the subprime crisis,
|
|
e)
|
The huge
transformations that the telecommunications market is facing as a result
of technological and regulatory changes as well as the stiff competition
reigning.
|
I should like the
shareholders to know that I am stating this opinion whilst complying with my
legal obligation and it is not an advice or a recommendation to the shareholders
to sell or keep their shares of Telefónica Chile. Therefore, I recommend the
shareholders seek whatever advice they feel is pertinent both as regards the
legal, financial and tax aspects as well as any others, in order that they might
to take an informed decision that is in their best interests.
Yours
faithfully,
(signature
illegible)
Marco Colodro
Hadjes
Director
Compañía de
Telecomunicaciones de Chile S.A.
Santiago, September
24 2008
To the Shareholders
of
Compañía de
Telecomunicaciones de Chile S.A.
Re: Takeover Bid of
the Shares of Compañía de Telecomunicaciones de Chile S.A.
by Telefónica S.A.
through its subsidiary Inversiones Telefónica Internacional Holding
Limitada
Dear
Sirs,
In accordance with
what is set forth in letter c) of article 207 of Act 18,045 of the Securities
Market and in my capacity as a director of Compañía de Telecomunicaciones de
Chile S.A. (Telefónica Chile), I have pleasure in setting out as follows my
opinion regarding the takeover bid of the shares referred to (the
“Bid”).
|
1.
|
Background information
behind the Bid:
|
As you will have
noticed in advertisements published in the newspapers El Mercurio of Santiago
and La Tercera on September 16 last (the “Notification of Commencement”), the
company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a
company belonging to the Telefónica S.A. group has offered to acquire
486,001,923 series A shares and 41,422,151 series B shares equal to 55.1% of the
total stock issued with voting rights by Telefónica Chile, at a price of 1,000
pesos per series A share and 900 pesos per series B share, payable in cash. The
remainder of the terms and conditions of the Bid are mentioned in the
Notification of Commencement and in the prospectus of the Bid prepared by the
Bidder that is at the disposal of any parties interested and the shareholders of
Telefónica Chile.
|
2.
|
Relations with the
Bidder and the controller:
|
I declare that as of
this date I am a Director of the following companies belonging to the Telefónica
S.A. group in which I receive no remuneration whatsoever.
|
-
|
Telefónica
Larga Distancia S.A.
|
|
-
|
Telefónica
Empresas Chile S.A.
|
I am also a Director
of Telefónica Internacional Chile S.A. where I do receive a
remuneration.
I have been a
Director of Telefónica Chile since April 27 2006, elected with the votes of the
company Telefónica Internacional Chile S.A., the shareholder and controller of
Telefónica Chile belonging to the Telefónica S.A. group.
I declare that I am
not a shareholder of Telefónica Chile and that I have no personal interest in
the Bid other than what might stem from the relations previously
declared.
|
3.
|
An opinion on the
Bid.
|
Whilst preparing
this opinion, I have taken into account the terms and conditions of the Bid
Reported in the Notification of Commencement, in the Prospectus and public
information issued by domestic and international analysts on Telefónica
Chile.
Bearing this in mind
then, I deem that the Bid might be of interest to the shareholders for the
reasons I set forth hereafter:
|
a)
|
The price
offered has been carrying a 25% premium over the latest closing price of
the share (11.09.08)
|
|
b)
|
The price
offered carries a 32.8% premium over the series A shares and a 35.9% over
the series B shares in accordance with the weighted price per volume
between June 10 and September 4
2008
|
|
c)
|
The price
offered has been carrying a 34% premium over the average price of the
series A shares during the last 30 stock market sessions prior to the
Notification of Commencement. Furthermore, the premium paid for the latest
Takeover Bids of Chilean companies has been 24% compared to the 34% of
this one,
|
|
d)
|
The Bid covers
all of the series A and B shares of Telefónica Chile, so there is no
question of them being apportioned.
|
|
e)
|
The series B
share cannot be easily disposed of in the
market,
|
|
f)
|
The price
means an EV/EBITDA 2008/E of 4.9 compared to the 4.1 of similar
fixed/integrated phone companies in the
region,
|
|
g)
|
The price of
1,000 pesos per series A shares is comparable to the average target price
of the analysts of Telefónica Chile which is 1,019
pesos
|
|
h)
|
Telefónica
Chile’s liquidity has been drastically reduced over the last two years and
it could become gradually more complex and difficult to dispose of an
investment in shares belonging to Telefónica
Chile
|
|
i)
|
The difficult
time that stock markets worldwide are facing where series A shares have
dropped by 16% in 2008 alone
|
|
j)
|
The price will
be paid in cash within 30 days from the Notification of
Commencement.
|
I should like the
shareholders to know that I am stating this opinion whilst complying with my
legal obligation and it is not an advice or a recommendation to the shareholders
to sell or keep their shares of Telefónica Chile. Therefore, I recommend the
shareholders seek whatever advice they feel is pertinent both as regards the
legal, financial and tax aspects as well as any others, in order that they might
to take an informed decision that is in their best interests.
Yours
faithfully,
(signature
illegible)
Emilio Gilolmo
López
Director
Compañía de
Telecomunicaciones de Chile S.A.
Santiago, September
24 2008
To the Shareholders
of
Compañía de
Telecomunicaciones de Chile S.A.
Re: Takeover Bid of
the Shares of Compañía de Telecomunicaciones de Chile S.A.
by Telefónica S.A.
through its subsidiary Inversiones Telefónica Internacional Holding
Limitada
Dear
Sirs,
In accordance with
what is set forth in letter c) of article 207 of Act 18,045 of the Securities
Market and in my capacity as a full director of Compañía de Telecomunicaciones
de Chile S.A. (Telefónica Chile), I have pleasure in setting out as follows my
opinion regarding the takeover bid of the shares referred to (the
“Bid”).
|
1.
|
Background information
behind the Bid:
|
As you will have
noticed in advertisements published in the newspapers El Mercurio of Santiago
and La Tercera on September 16 last (the “Notification of Commencement”), the
company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a
company belonging to the Telefónica S.A. group has offered to acquire
486,001,923 series A shares and 41,422,151 series B shares equal to 100% of the
total stock of both series issued by Telefónica Chile and which does not belong
to the Bidder or to its controller Telefónica Internacional Chile S.A., at a
price of 1,000 pesos per series A share and 900 pesos per series B share,
payable in cash. The remainder of the terms and conditions of the Bid are
mentioned in the Notification of Commencement and in the prospectus of the Bid
prepared by the Bidder that is at the disposal of any parties interested and the
shareholders of Telefónica Chile.
|
2.
|
Relations with the
Bidder and the controller:
|
I declare that I
have no relationship whatsoever with the partner and controller of Telefónica
Chile nor with the Bidder
I also declare that
I am not a shareholder of Telefónica Chile, that I have no personal interest in
the Bid and that I was elected a director of the company without any votes from
the shareholder and controller.
|
3.
|
An opinion on the
Bid.
|
Whilst preparing
this opinion, I have taken into account the information relating to Telefónica
Chile that is available to the public, the terms of the Bid reported in the
Notification of Commencement and the information found in the prospectus on the
Bid prepared by the Bidder.
With this in mind,
and on the basis of the factors that I mention hereafter, I deem that the Bid
might be of interest to those shareholders wishing to dispose of their
investment:
|
a)
|
The price
offered has been carrying a 25% premium over the latest closing price of
the share (11.09.08), a 33% over the series A shares and a 36% over the
series B shares compared to the weighted price per volume between June 10
and September 4 2008 and a 34% premium over the average price of series A
shares during the last 30 stock market sessions prior to the Notification
of Commencement.
|
|
b)
|
The Bid covers
all of the series A and B shares of Telefónica Chile that do not belong to
the controller, so there is no question of them being
apportioned.
|
|
c)
|
The price will
be paid in cash within 30 days from the Notification of
Commencement.
|
I should like the
shareholders to know that I am stating this opinion whilst complying with my
legal obligation and it is not an advice or a recommendation to the shareholders
to sell or keep their shares of Telefónica Chile. Therefore, I recommend the
shareholders seek whatever advice they feel is pertinent both as regards the
legal, financial and tax aspects as well as any others, in order that they might
to take an informed decision that is in their best interests.
Yours
faithfully,
(signature
illegible)
Patricio Rojas
Ramos
Full
Director
Santiago, September
24 2008
To the Shareholders
of
Compañía de
Telecomunicaciones de Chile S.A.
Re: Takeover Bid of
the Shares of Compañía de Telecomunicaciones de Chile S.A.
by Telefónica S.A.
through its subsidiary Inversiones Telefónica Internacional Holding
Limitada
Dear
Sirs,
In accordance with
what is set forth in letter c) of article 207 of Act 18,045 of the Securities
Market and in my capacity as a director of Compañía de Telecomunicaciones de
Chile S.A. (Telefónica Chile), I have pleasure in setting out as follows my
opinion regarding the takeover bid of the shares referred to (the
“Bid”).
|
1.
|
Background information
behind the Bid:
|
As you will have
noticed in advertisements published in the newspapers El Mercurio of Santiago
and La Tercera on September 16 last (the “Notification of Commencement”), the
company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a
company belonging to the Telefónica S.A. group has offered to acquire
486,001,923 series A shares and 41,422,151 series B shares equal to 55.1% of the
total stock issued by Telefónica Chile that does not belong to the Bidder or its
controller Telefónica Internacional Chile S.A., at a price of 1,000 pesos per
series A share and 900 pesos per series B share, payable in cash. The remainder
of the terms and conditions of the Bid are mentioned in the Notification of
Commencement and in the prospectus of the Bid prepared by the Bidder that is at
the disposal of any parties interested and the shareholders of Telefónica
Chile.
|
2.
|
Relations with the
Bidder and the controller:
|
As of this date I
have no relationship with the Bidder nor any interest in his operations, acts or
contracts.
I have been a
director since April 13 2007, elected with the votes of the company Telefónica
Internacional Chile S.A., the stockholder and controller of Telefónica Chile
belonging to the Telefónica S.A. group.
I hereby declare
that I am not a shareholder of Telefónica Chile and that I have no personal
interest in the Bid.
|
3.
|
An opinion on the
Bid.
|
Whilst preparing
this opinion, I have taken into account the terms and conditions of the Bid
reported in the Notification of Commencement, in the Prospectus and the public
information issued by domestic and international analysts regarding Telefónica
Chile.
With the foregoing
in mind, I deem that the Bid might be of interest to the shareholders for the
reasons I shall now go on to explain:
|
a)
|
The price
offered has been carrying a 34% premium over the average price of the
series A shares during the last 30 stock market sessions prior to the
Notification of Commencement. Moreover, the premium paid for the latest
Takeover Bids of Chilean companies amounted to 24% compared to the 34% of
this one,
|
|
b)
|
The price
means an EV/EBITDA 2008/E of 4.9 compared to the 4.1 of similar
fixed/integrated phone companies in the
region.
|
|
c)
|
The price of
1,000 pesos per series A shares is comparable with the average target
price of 1,019 pesos that the analysts of Telefónica Chile established
throughout 2008.
|
|
d)
|
The
uncertainties faced by stock markets worldwide as a result of fallout from
the subprime crisis.
|
I should like the
shareholders to know that I am stating this opinion whilst complying with my
legal obligation and it is not an advice or a recommendation to the shareholders
to sell or keep their shares of Telefónica Chile. Therefore, I recommend the
shareholders seek whatever advice they feel is pertinent both as regards the
legal, financial and tax aspects as well as any others, in order that they might
to take an informed decision that is in their best interests.
Yours
faithfully,
(signature
illegible)
Andrés Concha
Rodríguez
Director of Compañía
de Telecomunicaciones de Chile
Santiago, September
24 2008
To the Shareholders
of
Compañía de
Telecomunicaciones de Chile S.A.
Re: Takeover Bid of
the Shares of Compañía de Telecomunicaciones de Chile S.A.
by Telefónica S.A.
through its subsidiary Inversiones Telefónica Internacional Holding
Limitada
Dear
Sirs,
In accordance with
what is set forth in letter c) of article 207 of Act 18,045 of the Securities
Market and in my capacity as a director of Compañía de Telecomunicaciones de
Chile S.A. (Telefónica Chile), I have pleasure in setting out as follows my
opinion regarding the takeover bid of the shares referred to (the
“Bid”).
|
1.
|
Background information
behind the Bid:
|
As you will have
noticed in advertisements published in the newspapers El Mercurio of Santiago
and La Tercera on September 16 last (the “Notification of Commencement”), the
company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a
company belonging to the Telefónica S.A. group has offered to acquire
486,001,923 series A shares and 41,422,151 series B shares equal to 100% of the
total stock of both series issued by Telefónica Chile and which does not belong
to the Bidder or his controller Telefónica Internacional Chile S.A., at a price
of 1,000 pesos per series A share and 900 pesos per series B share, payable in
cash. The remainder of the terms and conditions of the Bid are mentioned in the
Notification of Commencement and in the prospectus of the Bid prepared by the
Bidder that is at the disposal of any parties interested and the shareholders of
Telefónica Chile.
|
2.
|
Relations with the
Bidder and the controller:
|
I declare I have
been a Director since April 27 2007, elected with the votes of the shareholder
Telefónica Internacional Chile S.A., the controller of Telefónica Chile
belonging to the Telefónica S.A. group.
Moreover, I am a
director on the board of the companies Telefónica Internacional SAU and Telesp,
representing Telefónica S.A., and I receive a remuneration as such.
I declare that I am
not a shareholder of Telefónica Chile and that I have no personal interest in
the Bid other than what could stem from the relations described
previously.
|
3.
|
An opinion on the
Bid.
|
Whilst preparing
this opinion, I have taken into account the terms and conditions of the Bid
reported in the Notification of Commencement, in the Prospectus and the public
information issued by domestic and international analysts on Telefónica
Chile.
Bearing this in mind
then, I deem that the Bid might be of interest to the shareholders for the
reasons I set forth hereafter:
|
a)
|
The price
offered has been carrying a 25% premium over the latest closing price of
the share (11.09.08)
|
|
b)
|
The price
offered carries a 33% premium over the series A shares and a 36% over the
series B shares in accordance with the weighted price per volume between
June 10 and September 4 2008
|
|
c)
|
The price
offered has been carrying a 34% premium over the average price of the
series A shares during the last 30 stock market sessions prior to the
Notification of Commencement. Furthermore, the premium paid for the latest
Takeover Bids of Chilean companies has been 24% compared to the 34% of
this one,
|
|
d)
|
The Bid covers
all of the series A and B shares of Telefónica Chile, so there is no
question of them being apportioned.
|
|
e)
|
The series B
share cannot be easily disposed of in the
market,
|
|
f)
|
The price
means an EV/EBITDA 2008/E of 4.9 compared to the 4.1 of similar
fixed/integrated phone companies in the
region,
|
|
g)
|
The price of
1,000 pesos per series A shares is comparable to the average target price
of the analysts of Telefónica Chile which is 1,019
pesos
|
|
h)
|
Telefónica
Chile’s liquidity has been drastically reduced over the last two years and
it could become gradually more complex and difficult to dispose of an
investment in shares belonging to Telefónica
Chile,
|
|
i)
|
The difficult
time that stock markets worldwide are facing where series A shares have
dropped by 16% in 2008 alone, and
|
|
j)
|
The price will
be paid in cash within 30 days from the Notification of
Commencement.
|
I should like the
shareholders to know that I am stating this opinion whilst complying with my
legal obligation and it is not an advice or a recommendation to the shareholders
to sell or keep their shares of Telefónica Chile. Therefore, I recommend the
shareholders seek whatever advice they feel is pertinent both as regards the
legal, financial and tax aspects as well as any others, in order that they might
to take an informed decision that is in their best interests.
Yours
faithfully,
(signature
illegible)
Narcis Serra
Serra
Santiago, September
24 2008
To the Shareholders
of
Compañía de
Telecomunicaciones de Chile S.A.
Re: Takeover Bid of
the Shares of Compañía de Telecomunicaciones de Chile S.A.
by Telefónica S.A.
through its subsidiary Inversiones Telefónica Internacional Holding
Limitada
Dear
Sirs,
In accordance with
what is set forth in letter c) of article 207 of Act 18,045 of the Securities
Market and in my capacity as a full director of Compañía de Telecomunicaciones
de Chile S.A. (Telefónica Chile), I have pleasure in setting out as follows my
opinion regarding the takeover bid of the shares referred to (the
“Bid”).
|
1.
|
Background information
behind the Bid:
|
As you will have
noticed in advertisements published in the newspapers El Mercurio of Santiago
and La Tercera on September 16 last (the “Notification of Commencement”), the
company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a
company belonging to the Telefónica S.A. group has offered to acquire
486,001,923 series A shares and 41,422,151 series B shares equal to 100% of the
total stock of both series issued by Telefónica Chile and which does not belong
to the Bidder or to its controller Telefónica Internacional Chile S.A., at a
price of 1,000 pesos per series A share and 900 pesos per series B share,
payable in cash. The remainder of the terms and conditions of the Bid are
mentioned in the Notification of Commencement and in the prospectus of the Bid
prepared by the Bidder that is at the disposal of any parties interested and the
shareholders of Telefónica Chile.
|
2.
|
Relations with the
Bidder and the controller:
|
I declare that I
have no relationship whatsoever with the partner and controller of Telefónica
Chile nor with the Bidder
I also declare that
I am not a shareholder of Telefónica Chile, that I have no personal interest in
the Bid and that I was elected a director of the company without any votes from
the shareholder and controller.
|
3.
|
An opinion on the
Bid.
|
Whilst preparing
this opinion, I have taken into account the information relating to Telefónica
Chile that is available to the public, the terms of the Bid reported in the
Notification of Commencement and the information found in the prospectus on the
Bid prepared by the Bidder.
With this in mind,
and on the basis of the factors that I mention hereafter, I deem that the Bid
might be of interest to those shareholders wishing to dispose of their
investment:
|
a)
|
The price
offered has been carrying a 25% premium over the latest closing price of
the share (11.09.08), a 33% over the series A shares and a 36% over the
series B shares compared to the weighted price per volume between June 10
and September 4 2008 and a 34% premium over the average price of series A
shares during the last 30 stock market sessions prior to the Notification
of Commencement.
|
|
b)
|
The Bid covers
all of the series A and B shares of Telefónica Chile that do not belong to
the controller, so there is no question of them being
apportioned.
|
|
c)
|
The price will
be paid in cash within 30 days from the Notification of
Commencement.
|
I should like the
shareholders to know that I am stating this opinion whilst complying with my
legal obligation and it is not an advice or a recommendation to the shareholders
to sell or keep their shares of Telefónica Chile. Therefore, I recommend the
shareholders seek whatever advice they feel is pertinent both as regards the
legal, financial and tax aspects as well as any others, in order that they might
to take an informed decision that is in their best interests.
Yours
faithfully,
(signature
illegible)
Hernán Cheyre
Valenzuela
Full
Director
Santiago, September
24 2008
To the Shareholders
of
Compañía de
Telecomunicaciones de Chile S.A.
Re: Takeover Bid of
the Shares of Compañía de Telecomunicaciones de Chile S.A.
by Telefónica S.A.
through its subsidiary Inversiones Telefónica Internacional Holding
Limitada
Dear
Sirs,
In accordance with
what is set forth in letter c) of article 207 of Act 18,045 of the Securities
Market and in my capacity as a deputy director of Compañía de Telecomunicaciones
de Chile S.A. (Telefónica Chile), I have pleasure in setting out as follows my
opinion regarding the takeover bid of the shares referred to (the
“Bid”).
|
1.
|
Background information
behind the Bid:
|
As you will have
noticed in advertisements published in the newspapers El Mercurio of Santiago
and La Tercera on September 16 last (the “Notification of Commencement”), the
company Inversiones Telefónica Internacional Holding Limitada (the “Bidder”), a
company belonging to the Telefónica S.A. group has offered to acquire
486,001,923 series A shares and 41,422,151 series B shares equal to 100% of the
total stock of both series issued by Telefónica Chile that does not belong to
the Bidder or its controller Telefónica Internacional Chile S.A., at a price of
1,000 pesos per series A share and 900 pesos per series B share, payable in
cash. The remainder of the terms and conditions of the Bid are mentioned in the
Notification of Commencement and in the prospectus of the Bid prepared by the
Bidder that is at the disposal of any parties interested and the shareholders of
Telefónica Chile.
|
2.
|
Relations with the
Bidder and the controller:
|
I declare that I
have no relationship with the partner and controller of Telefónica Chile nor
with the Bidder.
I also hereby
declare that I am not a shareholder of Telefónica Chile, that I have no personal
interest in the Bid and that I was elected a director of the company without
having received any votes from the shareholder and controller.
|
3.
|
An opinion on the
Bid.
|
Whilst preparing
this opinion, I have taken into account the information relating to Telefónica
Chile that is available to the public, the terms of the Bid reported in the
Notification of Commencement and the information found in the prospectus on the
Bid prepared by the Bidder.
In accordance with
this then, and on the basis of the factors that I shall set forth hereafter, I
deem that the Bid might be of interest to those shareholders wishing to dispose
of their investment:
|
a)
|
The price
offered has been carrying a 25% premium over the latest closing price of
the share (11.09.08), a 33% premium over the series A shares and a 36%
over the series B shares compared to the weighted price per volume between
June 10 and September 4 2008 and a 34% premium over the average price of
the series A shares during the last 30 stock market sessions prior to the
Notification of Commencement.
|
|
b)
|
The Bid covers
all of the series A and B shares of Telefónica Chile that do not belong to
the controller, so there is no question of them being
apportioned.
|
|
c)
|
The price will
be paid in cash within 30 days from the Notification of
Commencement.
|
I should like the
shareholders to know that I am stating this opinion whilst complying with my
legal obligation and it is not an advice or a recommendation to the shareholders
to sell or keep their shares of Telefónica Chile. Therefore, I recommend the
shareholders seek whatever advice they feel is pertinent both as regards the
legal, financial and tax aspects as well as any others, in order that they might
to take an informed decision that is in their best interests.
Yours
faithfully,
(signature
illegible)
Carlos Díaz
Vergara
Deputy
Director
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date:
September 25, 2008
COMPAÑÍA
DE TELECOMUNICACIONES DE CHILE S.A.
|
|
|
|
|
|
|
|
|
By:
|
/S/ Isabel
Margarita Bravo C.
|
|
|
Name: |
Isabel
Margarita Bravo C. |
|
|
Title: |
Financial
Director |
|
FORWARD-LOOKING
STATEMENTS
This press
release may contain forward-looking statements. These statements are statements
that are not historical facts, and are based on management's current view and
estimates of future economic circumstances, industry conditions, company
performance and financial results. The words "anticipates", "believes",
"estimates", "expects", "plans" and similar expressions, as they relate to the
company, are intended to identify forward-looking statements. Statements
regarding the declaration or payment of dividends, the implementation of
principal operating and financing strategies and capital expenditure plans, the
direction of future operations and the factors or trends affecting financial
condition, liquidity or results of operations are examples of forward-looking
statements. Such statements reflect the current views of management and are
subject to a number of risks and uncertainties. There is no guarantee that the
expected events, trends or results will actually occur. The statements are based
on many assumptions and factors, including general economic and market
conditions, industry conditions, and operating factors. Any changes in such
assumptions or factors could cause actual results to differ materially from
current expectations.