Bolivarian Republic of Venezuela Announces Results of Tender Offers to Purchase American...

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Mon Apr 20, 2009 8:41pm EDT

Bolivarian Republic of Venezuela Announces Results of Tender Offers to
Purchase American Depositary Shares and Class D Shares of Compania Anonima
Nacional Telefonos de Venezuela (CANTV)

CARACAS, Venezuela, April 20 /PRNewswire/ -- The Bolivarian Republic of
Venezuela (the "Republic"), acting through the Ministry of the Popular Power
for Telecommunications and Information Technology, announced today the results
of its previously announced tender offer to acquire the outstanding Class D
shares of common stock ("Class D Shares") and American Depositary Shares, each
representing seven Class D Shares ("ADSs"), of Compania Anonima Nacional
Telefonos de Venezuela (CANTV) ("CANTV").  The offer was being conducted as
two separate, but concurrent, tender offers to purchase (i) in Venezuela, any
and all outstanding Class D Shares of CANTV (the "Venezuelan Offer"), and (ii)
in the United States, any and all outstanding ADSs of CANTV (the "U.S. Offer,"
and together with the Venezuelan Offer, the "Offers").

The Offers expired today, Monday, April 20, 2009, at 12:30 p.m., New York City
time (12:00 p.m., Caracas time).  Based on information reported by the
receiving and paying agent for the U.S. Offer, 1,756,769 ADSs (representing an
aggregate of 12,297,383 Class D Shares and 100% of the ADSs outstanding as of
the expiration date) were tendered in the U.S. Offer and not withdrawn, and
based on preliminary information reported by the coordinator for the
Venezuelan Offer, 336,334 Class D Shares were tendered in the Venezuelan Offer
and not withdrawn.  Such Class D Shares tendered in the Venezuelan Offer and
the Class D Shares represented by ADSs tendered in the U.S. Offer, together
with the Class B shares of common stock of CANTV held by the Ministry of the
Popular Power for Telecommunications and Information Technology and the
Venezuelan Economic and Social Development Fund Bank, represent an aggregate
of 716,584,645 shares of common stock, or approximately 91% of the outstanding
shares of common stock of CANTV.  The actual number of Class D Shares tendered
into the Venezuelan Offer may vary, as the Class D Shares tendered into the
Venezuelan Offer are still being counted.  Any such variance is expected to be
immaterial.  In accordance with CANTV's charter, all tendered Class D Shares
and ADSs will be automatically converted to Class B Shares upon their
acquisition by the Republic.  

Settlement for the Class D Shares tendered in the Venezuelan Offer is expected
to take place at a special session of the Caracas Stock Exchange to be held on
April 24, 2009, and the Republic will be deemed to accept the ADSs tendered in
the U.S. Offer at the time of such settlement.  Payment for the Class D Shares
and the ADSs is expected to be made no later than April 27, 2009. 

As previously announced, pursuant to an agreement by and between the Republic
and The Bank of New York Mellon, as depositary (the "ADS Depositary") under
the Amended and Restated Deposit Agreement, dated September 10, 2000, under
which CANTV's ADSs are issued (the "Deposit Agreement"), the ADS Depositary
agreed, subject to certain proposed amendments to and the termination of the
Deposit Agreement, to tender into the U.S. Offer, in the form of substitute
ADSs, any and all Class D Shares that remain deposited under the Deposit
Agreement following its termination. The proposed amendments and termination
of the Deposit Agreement became effective on April 20, 2009 immediately prior
to the expiration of the Offers.  The tendered ADSs therefore represent 100%
of the ADSs outstanding as of the expiration date for the Offers.

The Bank of New York Mellon acted as the Receiving and Paying Agent, and BNY
Mellon Shareowner Services acted as the Information Agent for the U.S. Offer. 
Questions regarding the U.S. Offer and requests for documentation should be
directed to BNY Mellon Shareowner Services at 1-201-680-3285 (for banks,
brokers and those outside the United States only) or 1-866-221-2236 (for all
others in the United States).

Notice to Investors
The Offers were made only pursuant to offers to purchase, related letters of
transmittal and other related materials that the Republic made available to
holders of Class D Shares and ADSs, which in the case of the U.S. Offer
included an Offer to Purchase dated March 18, 2009 and the related ADS Letter
of Transmittal being distributed to holders of ADSs.
    CONTACT:
    Jeruss Arocha
    Ministerio del Poder Popular para las Telecomunicaciones y la Informatica
    Tel.:  +58 (0426) 518-59-13



SOURCE  Compania Anonima Nacional Telefonos de Venezuela

Jeruss Arocha, Ministerio del Poder Popular para las Telecomunicaciones y la
Informatica, +58 (0426) 518-59-13
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