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Exhibit 2.3
STOCK SUBSCRIPTION OPTION AGREEMENT
"COMPANIA DE TELEFONOS DE CHILE
TRANSMISIONES REGIONALES S.A."
AND
"TERRA NETWORKS S.A."
In Xxxxxxxx de Chile, on October 4, 1999, appear: Xxxxx Xxxxxx Xxxxxxxx,
representing COMPANIA DE TELEFONOS DE CHILE S.A. TRANSMISIONES REGIONALES S.A.,
hereinafter referred to as "CTC Mundo" or the "Seller", a telecommunications
company, both domiciled for purposes hereof at Nueva xx Xxxx 72, 11th Floor,
district of Providencia, in this city, and Xxxx Xxxxx Xxxxx de Buruaga,
representing TERRA NETWORKS S.A. ("TN"), a Spanish telecommunications company
domiciled at Edificio Atica No. 1, Xxx xx xxx Xxx Xxxxxxxxx 00, Xxxxxxx xx
Xxxxxxx 00000 Madrid (Spain), who state as follows:
ONE:
TN hereby grants CTC Mundo an option to subscribe shares of TN for up to an
amount of US$ 40,000,000 (forty million U.S. dollars). CTC Mundo may exercise
this option up to one day prior to the date of registration of the documentation
with the stock exchange supervisory agencies involved in the transaction. TN
shall notify the Seller of said date 5 days in advance. For this purpose, the
price of each TERRA share shall be the institutional price per share established
for the Public Offering of TERRA.
Institutional price is understood to be the price accepted by TERRA as the price
per share of the shares issued by TERRA offered to institutional investors as
part of the public offering on the Spanish stock exchanges, NASDAQ and/or the
stock exchanges of other countries.
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CTC Mundo agrees to pay the price for the TN shares it subscribes at the same
time as the Institutional Investors, which in all cases shall be subsequent to
cash payment of the price of the shares subscribed on the same date by CTC Mundo
and Telefonica Interactiva Chile Limitada.
For this purpose, the price of each TN share shall be the institutional price
established for the Public Offering indicated above.
TWO: Transfer of TN shares.
ONE: Transfer Restrictions. CTC Mundo, if it exercises the option indicated in
the previous clause, hereby agrees to not transfer its TN shares to any
other person for a period of one (1) year from the date of exercising the
option.
TWO: Pre-emptive right. After the one year term indicated in the previous
paragraph elapses, all transfers to third parties by CTC Mundo of its TN
shares shall be subject to the pre-emptive right to be applied as follows:
If, at any time, CTC Mundo wishes to transfer its TN shares, it shall
submit a written offer (the "Offer") to sell all and not less than all of
its TN shares (the "Shares Offered") to TN. The Offer shall indicate the
Shares Offered that it proposes to sell, which must be all of the TN
shares owned by CTC Mundo, the terms and conditions, including the
proposed sale price or the manner of determining the price and any other
relevant fact related to the proposed sale. The Offer shall also indicate
that TN may, according to the terms of this Agreement, acquire all of the
Shares Offered at the price and under the terms and conditions of the
Offer, including installment payments (if applicable).
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THREE: Decision to Buy: Closing. If TN wishes to buy the Shares Offered at the
price proposed by the Seller, it shall notify the Seller in writing
within three calendar days from the date it receives the Offer. This
notification, together with the Offer, shall constitute a valid, legally
binding and enforceable agreement to trade the Shares Offered. The sale
shall be perfected by means of [sic] in accordance with rules applicable
to special stock exchange transactions and over the counter securities
transfers.
FOUR: Election to not buy. In the event that TN only partially accepts the
Offer, or if the acceptance period elapsed and there is no indication of
intent to buy, the Offer shall be considered to be rejected. Only under
these circumstances may CTC Mundo offer the TN shares to third parties,
within a period of 120 days from the date the Offer rejection notification
was received or was considered to be received, with the limitation that
the Shares Offers must be sold under the same or less favorable terms and
conditions as the Offer. Compliance with these conditions must be verified
by the president of TN at time of the transfer or prior thereto. If the
potential third party buyer does not execute the purchase within the same
period of time as provided in the Offer for TN, according to paragraph (a)
above, or if CTC Mundo wishes to offer its TN shares at a price or at
terms which are more favorable than those included in the Offer, the
Shares Offered may not be sold, assigned or transferred unless previously
offered to TN, again according to this Section Two.
THREE: Term. The term of this Agreement is ten (10) years from today.
Nevertheless, early termination of this Agreement is not permitted while CTC
Mundo is a shareholder of TN.
FOUR: Notices. All notifications, requests, demands and other communications
between the parties to this agreement shall be in writing and addressed to the
party at the following address
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(or another address which has been advised in a similar manner), and must be
delivered in person, by certified or registered mail, with pre-paid postage or
with return receipt requested or by fax, with a certified mail confirmation.
For CTC Mundo:
Compania de Telefonos de Chile S.A.
Transmisiones Regionales S.A.
Xxxxxxx Xxxx Xx. 00, 00xx Xxxxx, Xxxxxxxx
Xxx: Xxxxx Xxxxxx Xxxxxxxx
Fax: 0000000
For Telefonica Interactiva S.A.:
TERRA NETWORKS, S.A.
Edificio Atica, No. 1
Via de las Dos Xxxxxxxxx 00
Xxxxxxx xx Xxxxxxx 00000 Xxxxxx (Xxxxx)
Att: Xxxxxxxx Xxxxxx
with copy to: Xxxx Xxxxxxxxx Xxxxxxxxx (Estudio [Law Firm of] Philipi
Yrarrazaval Xxxxxx & Xxxxxx)
Fax: (000) 000 00 00
FIVE: This agreement is governed by the laws of the Kingdom of Spain. The
parties shall be subject to the jurisdiction of the courts of Madrid to settle
any dispute which may arise with regard to the validity, interpretation or
performance of this Agreement.
SIX: This Agreement and the appendices hereto constitute the entire agreement
between the parties and supersede any other prior agreement between the parties
regarding the same matter.
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SEVEN: This agreement is signed in two exact copies with the same date, each
party retaining one copy.
[signed] [signed]
Xxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxx Xxxxx de Buruaga
for CTC Mundo S.A. for Terra Networks S.A.
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