Securities Exchange Act of 1934
Exemptive Letter: Cash tender offer by America Movil, S.A.B. de C.V. for all outstanding shares of Teléfonos de México, S.A.B. de C.V.
Response of the Office of Mergers and Acquisitions
October 3, 2011
Via Facsimile (212) 225-3999 and U.S. Mail
Daniel S. Sternberg
Dear Mr. Sternberg:
We are responding to your letter dated September 30, 2011 to Michele Anderson, Christina Chalk, and Josephine Tao, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed photocopy of your correspondence and the accompanying letter from Mexican counsel. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter of September 30, 2011.
On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants exemptions from the following provisions of the Exchange Act and rules thereunder:
The foregoing exemptive relief is based solely on the representations and the facts presented in your letter dated September 30, 2011 and does not represent a legal conclusion with respect to the applicability of the statutory or regulatory provisions of the federal securities laws. The relief is strictly limited to the application to this transaction of the statutory provisions and rules listed above. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Divisions of Corporation Finance or Trading and Markets determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Divisions of Corporation Finance and Trading and Markets express no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.
For the Commission,
Michele M. Anderson
Josephine J. Tao