SCHEDULE TO
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
Portugal Telecom, SGPS, S.A.
(Name of Subject Company (Issuer))
Sonae, SGPS, S.A.,
Sonaecom, SGPS, S.A.,
and
Sonaecom, B.V.
(Names of Filing Persons (Offerors))
Ordinary Shares, nominal value of
0.35 per
share
(Title of Class of Securities)
ISIN: PTPTC0AM0009
(CUSIP Number of Class of Securities)
American Depositary Shares
(each representing one Ordinary Share)
(Title of Class of Securities)
737273102
(CUSIP Number of Class of Securities)
|
|
|
Andre Sousa |
|
Luisa Ferreira |
Sonae, SGPS, S.A.
|
|
Sonaecom, SGPS, S.A. |
Lugar do Espido, Via Norte
|
|
Rua Henriqu Pousão, 432 |
4471-909 Maia, Portugal
|
|
4460-481 Senhora da Hora, Portugal |
Tel: +351220121717
|
|
Tel: +351229572270 |
Copy to:
Scott V. Simpson
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street, Canary Wharf
London, E14 5DS, England
Tel: +44 (0)20 7519 7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and
Communications on Behalf of the Filing Persons)
CALCULATION OF FILING FEE
|
|
|
|
|
|
|
|
|
|
|
|
Transaction Valuation* |
|
|
Amount of Filing Fee** |
|
|
|
|
$3,662,213,145.43
|
|
|
$391,856.80 |
|
|
|
|
|
|
|
|
|
|
* |
Estimated solely for purposes of calculating the filing fee. The
Transaction Valuation was calculated as the sum of (a) the
purchase of the maximum number of Portugal Telecom ordinary
shares, nominal value
0.35 per
share, estimated to be held by U.S. holders (which,
according to publicly available information, as of
January 16, 2007 is estimated to be 248,348,320) at a price
of 9.50 per
ordinary share (converted into U.S. Dollars at the rate of
1.00 = $1.2926,
the buying rate for Euro certified by the Federal Reserve Bank
of New York for customs purposes on January 12, 2007) and
(b) the purchase of the maximum number of Portugal Telecom
American Depositary Shares (which, according to publicly
available information, as of June 30, 2006, was 49,884,792)
at a price of
9.50 per
ordinary share (converted into U.S. Dollars at the rate of
1.00 = $1.2926,
the buying rate for Euro certified by the Federal Reserve Bank
of New York for customs purposes on January 12, 2007). |
|
|
** |
The amount of the filing fee, calculated in accordance with
Section 14(g)(3) of the Securities Exchange Act of 1934, as
amended, equals $107 per $1 million of the Transaction
Valuation. |
|
|
|
|
o |
Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and
the date of its filing. |
|
|
|
Amount Previously Paid: Not Applicable
|
|
Filing Party: Not Applicable |
Form or Registration No.: Not Applicable
|
|
Date Filed: Not Applicable |
o Check the box if the
filing relates solely to preliminary communications made before
the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions
to which the statement relates:
þ third-party tender
offer subject to
Rule 14d-1.
o issuer tender offer
subject to
Rule 13e-4.
o going-private
transaction subject to
Rule 13e-3.
o amendment to
Schedule 13D under
Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
This Tender Offer Statement on Schedule TO (this
Schedule TO) relates to an offer in the United
States by Sonae SGPS, S.A. a sociedade anónima
organized under the laws of Portuga1 (Sonae),
Sonaecom, SGPS, S.A., a sociedade anónima organized
under the laws of Portugal (Sonaecom), and Sonaecom,
B.V., a private limited company organized under the law of the
Netherlands and a wholly-owned subsidiary of Sonaecom
(Sonaecom B.V., and together with Sonae and
Sonaecom, the Purchasers), to purchase for cash all
outstanding ordinary shares, nominal value
0.35 each
(Ordinary Shares), of Portugal Telecom, SGPS, S.A.,
a sociedade anónima organized under the laws of
Portugal (PT), held by U.S. holders (defined as
security holders resident in the United States pursuant to
Rule 14d-1(d)
under the Securities Exchange Act of 1934) and all outstanding
PT American Depositary Shares, each representing one Ordinary
Share, wherever such holders are located (ADSs and,
together with the Ordinary Shares, the PT Shares),
upon the terms and subject to the conditions set forth in the
Offer to Purchase dated January 16, 2007 (the Offer
to Purchase) and in the related ADS Letter of Transmittal
(which, together with any amendments or supplements thereto,
collectively constitute the U.S. Offer), which are
annexed to and filed with this Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Simultaneously with the U.S. Offer, Sonaecom and Sonaecom B.V.
are offering in Portugal to purchase for cash all of the
Ordinary Shares, excluding Ordinary Shares held by
U.S. holders, and all of the class A shares, nominal
value 0.35 each,
of PT, at the same price as offered for the PT Shares in the
U.S. Offer. This Schedule TO is filed on behalf of all the
Purchasers.
ITEMS 1 through 9 and ITEM
11.
As permitted by General Instruction F to Schedule TO,
all of the information in the Offer to Purchase and the related
ADS Letter of Transmittal and any amendment or supplement
thereto related to the U.S. Offer hereafter filed with the
Securities and Exchange Commission by the Purchasers, is hereby
incorporated by reference in answer to Items 1 through 9 and
Item 11 of this Schedule TO and is supplemented by the
information specifically provided herein.
ITEM 10. Financial
Statements.
Not applicable.
ITEM 12. Exhibits.
|
|
|
(a)(1)(A)
|
|
Offer to Purchase dated January 16, 2007 |
(a)(1)(B)
|
|
Form of ADS Letter of Transmittal |
(a)(1)(C)
|
|
Form of Letter to Brokers, Dealers, Banks, Trust Companies and
Other Nominees (ADSs) |
(a)(1)(D)
|
|
Form of Letter to Clients for use by Brokers, Dealers, Banks,
Trust Companies and Other Nominees (ADSs) |
(a)(1)(E)
|
|
Form of Notice of Guaranteed Delivery |
(a)(1)(F)
|
|
Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 |
(a)(1)(G)
|
|
Summary Advertisement dated January 16, 2007 |
(a)(5)(A)
|
|
Sonaecom Investor Presentation: Overview of Offer dated
January 15, 2007 |
(b)(1)
|
|
Cash Confirmation Facility dated January 12, 2007 |
(b)(2)
|
|
Undertaking to Pay dated January 12, 2007 |
(b)(3)
|
|
Common Terms Agreement dated January 12, 2007 |
(b)(4)
|
|
Form of Acquisition Facility Agreement |
(b)(5)
|
|
English summary of Portuguese language commercial paper program
between Sonae and Banco Comercial Português S.A. dated
December 5, 2006 |
(b)(6)
|
|
English translation of Portuguese language Confirmation Letter
dated January 12, 2007 |
(d)
|
|
Not applicable |
(g)
|
|
Not applicable |
(h)
|
|
Not applicable |
ITEM 13. Information Required
by
Schedule 13E-3.
Not applicable.
2
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
|
|
|
|
By: |
/s/ Belmiro Mendes De Azevedo |
|
|
|
Name: Belmiro Mendes De Azevedo |
|
Title: Chairman of the Board of Directors |
|
|
|
|
|
Name: Ângelo Paupério |
|
Title: Director |
|
|
SONAECOM, SGPS, S.A. |
|
|
|
|
By: |
/s/ Christopher Lawrie |
|
|
|
|
|
Name: Christopher Lawrie |
|
Title: Director |
|
|
|
|
|
Name: Luís Reis |
|
Title: Director |
|
|
SONAECOM, B.V. |
|
|
|
|
By: |
/s/ Christopher Lawrie |
|
|
|
|
|
Name: Christopher Lawrie |
|
Title: Director |
|
|
|
|
|
Name: Luís Reis |
|
Title: Director |
Date: January 16, 2007
3