Company will accept offer. Any thoughts on the 90 pref. Should you convert first?
AUSTIN, Texas, Sept. 17 /PRNewswire/ -- Tescorp, Inc. (Nasdaq:TESC)
announced today that it has entered into a Stock Purchase and Merger
Agreement with a wholly owned subsidiary of Supercanal Holding S.A. The
Agreement provides for Supercanal's acquisition of Tescorp through a
series of transactions which would involve paying Tescorp's shareholders
$4.50 per share of Common Stock and $144 per share of Series 1995 8%
Preferred Stock. Supercanal, a privately held Argentine company
controlled by the Vila family, is one of the largest cable television
companies in Argentina with approximately 400,000 subscribers.
Immediately following the expiration of the applicable Hart-Scott-Rodino
Act waiting period (expected to occur by October 31, 1997), Supercanal
will purchase 10,970,000 newly issued shares of Common Stock and 60,750
newly issued shares of Series 1995 8% Preferred Stock from Tescorp for a
purchase price of $3.33 per share and $100 per share, respectively. The
$5 million deposit made by Supercanal in connection with the execution
of the Agreement will be credited against the purchase price.
On or before the date that Supercanal purchases such newly issued
shares, Tescorp will initiate the redemption of its Series 1990 10%
Preferred Stock at a price of $5.00 per share, plus accrued and unpaid
dividends. Holders of the Series 1990 10% Preferred Stock will retain
the option to convert each share into 1.2531 shares of common stock
through the redemption date.
In the final stage of the acquisition, Supercanal will seek to acquire
100% of Tescorp's Outstanding Common Stock and Series 1995 Preferred
Stock at a purchase price of $4.50 per share and $144 per share,
respectively.
Supercanal's Acquisition is subject to the approval of Tescorp's
shareholders, compliance with the Hart-Scott-Rodino Act, the absence of
any material changes in Tesrorp's business and certain other conditions.
Jack R. Crosby, Chairman and Chief Executive Officer of Tescorp made the
following comments:
"We have tremendous respect for Daniel and Freddy Vila, the founders and
majority owners of Supercanal Holding S.A. In a short period of time,
they have built one of the strongest telecommunications companies in
Argentina. We share their strategic and operational philosophies and we
believe that Tescorp will represent an integrated component of their
future operations.
"We remain enthusiastic and optimistic about the future of the Argentine
telecommunications industry. The Board of Directors unanimously
concluded that accepting the Supercanal offer was in the best financial
interests of all Tescorp shareholders. In the coming days, we will work
diligently with the Vila's in an effort to facilitate Supercanal's
acquisition of Tescorp." |
