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TV Azteca to Submit to Shareholders at an Extraordinary
Shareholders Meeting the Usefulness of Continuing With Its Program of American
Depositary Receipts
MEXICO CITY, May 2 /PRNewswire-FirstCall/ -- TV Azteca, S.A. de C.V. (BMV:
TVAZTCA; NYSE: TZA; Latibex: XTZA), one of the two largest producers of Spanish
language television programming in the world, announced today that it will
submit for approval of its shareholders at a Company Shareholders Meeting, the
usefulness of continuing with the program of American Depositary Shares (ADRs)
in the U.S. and that trades on the New York Stock Exchange (NYSE).
The Company believes that notable cases of non-compliance with regulatory
framework in the recent past, such as Worldcom, Enron, Adelphia or Parmalat,
generated an overregulated securities market in the United States. With this,
issuers have been obligated to divert time and resources to comply with
excessive regulation, affecting the efficient management of business.
For foreign private issuers in the United States, the excessive regulation
considerably increases current costs and expenses, as well as legal risks, and
its benefits are highly questionable. Based on these considerations, TV
Azteca's shareholders will consider the impact of the costs incurred on TV
Azteca's business, as well as the present and future benefits that may be
derived from its ADR program.
In the event the Shareholder Meeting decides to terminate the ADR program, the
Company will notify investors and will give notice of such decision to The Bank
of New York (the Depositary). Pursuant to the provisions of Section 6.02 of
the Deposit Agreement with the Depositary, the Company may terminate the
Deposit Agreement. The Deposit Agreement may be reviewed in reports filed by
the Company with the Securities and Exchange Commission (SEC) or at:
http://www.sec.gov/Archives/edgar/data/1023025/000119312504126465/d20f.htm. The
termination would be notified to ADR holders 30 days prior to such termination.
In the event that the Shareholders Meeting decides to terminate with the ADR
program: a) the Company would give notice to the NYSE and the Depositary of
such resolution; b) the Depositary would give notice to ADR holders; c) the
Company would proceed to amend its Form F-6 (ADR registry) reducing the number
of ADRs issued to zero and, d) the Company would file with the SEC the amended
Form F-6.
In this case, the exchange of ADRs in the market will remain in place for the
30 days following the termination of the Deposit Agreement. During this time,
the ADR holders will be able to continue exchanging their ADRs for Certificados
de Participacion Ordinaria (CPOs) currently traded in the Bolsa Mexicana de
Valores (the Mexican Stock Exchange).
After concluding the Deposit Agreement, the NYSE should suspend trading of ADRs
in the market, notify the SEC of the termination and request permission from
the SEC to delist the ADRs. In the event the delisting of the Company's ADRs,
the SEC will make public notice of such fact.
In that event, the ADR holders will have two available options during the time
period established by the Shareholder Meeting: (1) instruct the Depositary to
exchange their ADRs into CPOs or, (2) convert the ADRs into CPOs and request
their sale.
In the event that TV Azteca has fewer than 300 holders of the Company's ADRs
that are US residents, the Company may request that the SEC cancel the
registration of its ADRs and, in this case, the reporting obligations and other
US securities regulations would no longer be applicable to the Company. It
should be noted that registration with the SEC and the listing in the NYSE are
separate events, and therefore in the case of an eventual delisting from the
NYSE, the Company will continue to comply with its obligations to report
information to the SEC as long as it is registered with such authorities.
The trading of the Company's securities in the Mexican Stock Exchange will
continue until the Shareholders Meeting makes a decision on the issue.
If the Shareholders Meeting decides against terminating the Company's ADR
program, the Company would continue to trade its securities in the United
States market as it has until now and the ADR holders would maintain their
current rights.
In any event, the Company will inform the public in a timely manner of any
relevant events that may occur.
Company Profile
TV Azteca is one of the two largest producers of Spanish language television
programming in the world, operating two national television networks in Mexico,
Azteca 13 and Azteca 7, through more than 300 owned and operated stations
across the country. TV Azteca affiliates include Azteca America Network, a new
broadcast television network focused on the rapidly growing US Hispanic market,
and Todito.com, an Internet portal for North American Spanish speakers.
Except for historical information, the matters discussed in this press release
are forward-looking statements and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. Risks that may affect TV Azteca are identified in its Form 20-F and
other filings with the US Securities and Exchange Commission.
DATASOURCE: TV Azteca, S.A. de C.V.
CONTACT: Investor Relations - Bruno Rangel, +5255-3099-9167,
, or Media Relations - Tristan Canales,
+5255-1720-5786, , or Daniel McCosh, +5255-1720-0059,
Web site: http://www.tvazteca.com.mx/