According to the complaint filed October 21, 2011, this action arises out of Defendant's violations of Section 14(d) of the Securities Exchange Act of 1934 ("Exchange Act") and US Securities and Exchange Commission ("SEC") Rule 14d-l promulgated thereunder ("Rule 14d-1").
On August 1, 2011, America Movil announced that it had entered into a definitive agreement whereby America Movil would acquire the remaining 40.04% stake in Telmex for US $6.5 billion, at which point it would directly or indirectly own 100% of the outstanding Telmex capital stock ("Tender Offer" or "Proposed Transaction"). (America M6vil already owns a 59.6% stake in the Company.)
On October 11, 2011, America Movil commenced the Tender Offer and filed a Schedule 14D-9, as well as a Tender Offer Statement on a combined Schedule 13e-3 and Schedule TO (collectively, "TO Statement") with the SEC pursuant to Section 14(d). According to the terms of the TO Statement, shares of Telmex will be tendered at a price of US $0.79 per Telmex share (Ps.10.50) and $15.77 US (Ps. 210.00) per Telmex ADS to America Movil, significantly diluting current common shareholders of Telmex, including its shares represented by ADSs. The Tender Offer is expected to close on November 11, 2011.
The Proposed Transaction contemplates that Telmex will be combined with America Movil at a future date, and if America Movil acquires a sufficient number of shares, it intends to delist Telmex after the Tender Offer closes on November 11, 2011 from the various stock markets on which its shares are listed (including the New York Stock Exchange).
Plaintiff seeks to enjoin Defendant from taking any steps to consummate the Tender Offer or, in the event the Tender Offer is consummated, recover damages resulting from the Defendant's alleged violations of law.
On November 19, 2012, an Order of Dismissal without prejudice was issued by the Court after having been advised that the parties have reached a settlement in principle.