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Axtel Announces Commencement of Consent Solicitation with Respect to Its 2020 Senior Secured Notes

Axtel, S.A.B. de C.V. (BMV: AXTELCPO; OTC: AXTLY) (“AXTEL” or “the Company”), a Mexican fixed-line integrated telecommunications company, announced on Friday, June 6, that it has commenced a solicitation (the “Solicitation”) of consents (the “Consents”) upon the terms and subject to the conditions set forth in a Notice of Consent Solicitation (as it may be amended or supplemented from time to time, the “Notice”) and the related Consent Form (the “Consent Form”), each dated June 6, 2014, to amend the Indenture, dated as of January 31, 2013 (as amended or supplemented, the “Indenture”), pursuant to which the Company’s U.S. Dollar Denominated Senior Secured Notes due 2020 (the “Notes”) were issued, primarily to enable the Company to incur additional indebtedness secured by the collateral that secures the Notes (the “Proposed Amendments”).

If the Consents are obtained, at such time or shortly thereafter, the Company expects to commence an offering for up to $150 million of additional Notes under the Indenture and currently plans to use the net proceeds from any such offering principally for capital investments in telecommunication and information technologies mostly related to integrated-services projects for corporate and government customers (property that will generally be pledged as additional collateral to secure the Notes), working capital in support of such projects and for general corporate purposes.

The Solicitation will expire at 5:00 p.m., New York City time, on June 17, 2014, or such later time and date to which the Solicitation is extended (such time and date, the “Expiration Time”), unless earlier terminated. The Solicitation is subject to a number of conditions, including, among other things, (i) the receipt by the Company of valid Consents with respect to a majority in aggregate principal amount of the outstanding Notes (the “Requisite Consents”) prior to the Expiration Time (which Consents have not been validly revoked prior to the earlier of the execution of the supplemental indenture (the “Supplemental Indenture”) giving effect to the Proposed Amendments and the Expiration Time), and (ii) the receipt by the Company of net proceeds from the incurrence of up to US$150 million in principal amount of additional indebtedness on or before July 21, 2014, which indebtedness is expected to be additional Notes issued under the Indenture (the “Financing Condition”).

In the event that each of the conditions to the Solicitation described in the Notice are satisfied, including, but not limited to, the receipt of the Requisite Consents and the satisfaction of the Financing Condition, the Company will pay to each person who is the Holder of record of Notes as of 5:00 p.m., New York City time, on June 6, 2014, who has delivered a valid Consent in respect of such Notes prior to the Expiration Time (and has not validly revoked its Consent prior to the earlier of the execution of the Supplemental Indenture and the Expiration Time), US$10.00 in cash for each US$1,000 principal amount of such Notes in respect of which a valid Consent was so delivered (and was not validly revoked) (the “Consent Fee”). The Company will pay the Consent Fee at such time as all of the conditions enumerated in the Notice have been satisfied or waived by the Company. Subject to applicable law, the Solicitation may be abandoned or terminated for any reason at any time, including after the Expiration Time and prior to the Proposed Amendments becoming operative, as described below, whether or not the Requisite Consents have been received, in which case any Consents received will be voided and no Consent Fee will be paid to any Holders.

The Company and each Subsidiary Guarantor intend to execute the Supplemental Indenture promptly following the receipt of the Requisite Consents (which Consents have not been validly revoked prior to the earlier of the execution of the Supplemental Indenture and the Expiration Time), which may be before the Expiration Time. If the Supplemental Indenture is entered into by the Company, the Subsidiary Guarantors, the Trustee and other parties thereto, the Consent Fee is paid and all of the other conditions to the Solicitation are satisfied or waived by the Company, the Proposed Amendments will become operative and will bind all Holders of the Notes, including those that did not give their Consent.

The Company has engaged Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC to act as Solicitation Agents and D.F. King & Co., Inc. to act as Information and Tabulation Agent for the Solicitation. Questions regarding the Solicitation may be directed to Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect) and Credit Suisse Securities (USA) LLC at +1 (800) 820-1653 (toll-free) or +1 (212) 538-2147 (collect). Requests for documents relating to the Solicitation may be directed to D.F. King & Co., Inc. at +1 (800) 829-6554 (toll-free), +1 (212) 269-5550 (banks and brokers) or by email to [email protected].

This press release is for informational purposes only and the Solicitation is only being made pursuant to the terms of, and subject to the conditions specified in, the Notice and the related Consent Form. The Solicitation is not being made to, and Consents are not being solicited from, Holders of Notes in any jurisdiction in which it is unlawful to make such Solicitation or grant such Consent. None of the Company, any Subsidiary Guarantor, the Trustee, the Co-Trustee, the Collateral Agent, the Luxembourg Paying Agent, the Solicitation Agent or the Information and Tabulation Agent makes any recommendation as to whether or not Holders should deliver Consents. Each Holder must make its own decision as to whether or not to deliver Consents.

This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy additional Notes or a solicitation of Consents. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to whom or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws. The Consents are being solicited solely by means of the Notice and the related Consent Form. Holders of the Notes should carefully read the Notice and Consent Form.

The Notes the Company intends to offer will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About AXTEL

AXTEL is a Mexican telecommunications company with significant growth in the broadband segment, and one of the leading companies in information and communication technologies solutions in the corporate, financial and government sectors. The Company serves all market segments - corporate, financial, government, wholesale and residential with the most robust offering of integrated communications services in Mexico. Its world-class network consists of different access technologies like fiber optic, fixed wireless access, point to point and point to multipoint links, in order to offer solutions tailored to the needs of its customers.

AXTEL’s shares, represented by Ordinary Participation Certificates or CPOs, trade on the Mexican Stock Exchange under the symbol “AXTELCPO” since 2005.

Forward-Looking Statements

This release contains certain forward-looking statements regarding the future events or the future financial performance of AXTEL. These statements reflect management’s current views with respect to future events or financial performance, and are based on management's current assumptions and information currently available and are not guarantees of the Company’s future performance. The timing of certain events and actual results could differ materially from those projected or contemplated by the forward-looking statements due to a number of factors including, but not limited to those inherent to operating in a highly regulated industry, strong competition, commercial and financial execution, economic conditions, among others.

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