* Syndicate deal between America Movil, OIAG in works - News
* "Generous" takeover offer could follow - magazine
* Company has no comment, OIAG says no concrete talks
* Shares ease 0.7 percent, lag sector index
By Michael Shields, Georgina Prodhan and Angelika Gruber
VIENNA, Feb 20 Billionaire investor Carlos
Slim's America Movil plans a takeover of Telekom
Austria via an accord with its top Austrian
shareholder that would trigger a public offer, News magazine
America Movil has said it does not plan a hostile takeover
offer for Telekom Austria, in which it holds 27 percent, but a
friendly or agreed offer for the majority of the Austrian
company has long been expected.
A draft accord to set up a controlling syndicate, as
reported by News on Thursday, would give America Movil the upper
hand in a partnership with Austrian state holding company OIAG,
but would also commit it to financial backing.
America Movil would agree to contribute up to 750 million
euros ($1 billion) via a share issue to fuel expansion and cut
debt, the magazine said.
A shareholders' pact would mean the partners have to vote in
unison on major company issues, ensuring the OIAG had a say in
the company's future even if Slim raised his stake above the
OIAG's 28 percent.
News said a draft version of the syndicate contract with
OIAG envisioned pooling the stakes of the two big shareholders
for 10 years with a five-year extension option.
"Should Austria accept this contract, America Movil commits
itself to making a public takeover offer at the closing of the
contract. Insiders view this as a generous offer," it said
without giving details or citing a specific source.
Under Austrian law, any shareholder reaching 30 percent
ownership of a company must make an offer for the remaining
A Telekom Austria spokesman declined comment, saying the
issue was something for its shareholders to decide. The
spokesman said the company did not need a capital increase at
An OIAG spokesman said: "There are strategic considerations
but no concrete negotiations."
NO FINAL DECISION
Asked by News about how cooperation with America Movil would
work in future, OIAG head and Telekom Austria Chairman Rudolf
Kemler was quoted as saying: "There is neither a final decision
nor concrete negotiations.
"But OIAG has a strategic responsibility to think about
future constellations when it comes to such a significant
company for Austria."
The agency says it wants Telekom Austria to remain
headquartered in Austria with a Vienna stock market listing.
Significant research and development (R&D) would have to stay in
Austria, which has to have a big say in company affairs.
Kemler reiterated to News that Austria was committed to
keeping a blocking minority of 25 percent plus one share and
would take part in any share issue at Telekom Austria to do so.
"Let's take as an example a capital increase of 1 billion
euros, which at the current capitalisation would be no problem.
Then OIAG would invest 250 million euros, which would not be a
problem given OIAG's current capitalisation," Kemler said.
Company works council head Walter Hotz, who has called on
the OIAG to hold a special meeting of its supervisory board to
spell out what it plans to do in relation to Slim, said he had
not seen any draft agreement so could not confirm the report.
"This is why I called for the OIAG meeting. It's important
that the republic (of Austria) clarify its intentions," he told
"We have been expecting for months that they (America Movil)
will try to gain a majority. And they don't want a repetition of
what happened in Holland. They want to be friendly," he said,
referring to Dutch group KPN's rebuff of America
Movil's takeover plans.
"There has to be a level playing field between two
Telekom Austria shares slipped 0.7 percent to 7 euros by
1016 GMT, while the STOXX Europe 600 telecoms index
firmed 0.2 percent.