SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GRUPO IUSACELL, S.A. DE C.V.
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(Name of Subject Company (Issuer))
MOVIL ACCESS, S.A. DE C.V.
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(Name of Filing Persons (Offerors))
AMERICAN DEPOSITARY SHARES
(EACH REPRESENTING 100 SHARES OF SERIES V CAPITAL STOCK)
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(Title of Class of Securities)
40050B209(ADSs)
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(CUSIP Number of Class of Securities)
Secretary
Movil Access, S.A. de C.V.
Av. Insurgentes
sur 3696 y Calle Nueva
Calonia Pena Pobre
Mexico DF 14260
011 (52-55) 5447-8900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Patrick J. Dooley, Esq.
Steven H. Scheinman, Esq.
Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, New York 10022
(212) 872-1000
CALCULATION OF FILING FEE
Transaction
Valuation Amount of Filing Fee
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Not Applicable Not Applicable
[x] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. Check the appropriate boxes
below to designate any transactions to which the statement relates:
[x] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: |_|
[LOGO OMITTED]
MOVIL@CCESS TO ACQUIRE
GRUPO IUSACELL
-- US$10 Million Purchase Price for 100% of its Equity --
FOR IMMEDIATE RELEASE
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Mexico City, June 13, 2003 - Movil@ccess, S.A. de C.V., a Mexican
telecommunications service provider, subsidiary of Biper, S.A. de C.V.
(BMV:MOVILAB), a company part of Grupo Salinas, announced today that it has
agreed to make an offer to acquire 100% of the capital stock of Grupo Iusacell,
S.A de C.V. (BMV:CEL; NYSE:CEL), a provider of wireless communications in
Mexico, for US$10 million.
The stock of Grupo Iusacell is traded on the Mexican Stock Exchange and the
New York Stock Exchange. Verizon Communications (NYSE:VZ) and Vodafone Americas
B.V. currently own 39.4% and 34.5% of Grupo Iusacell, respectively, and the
remaining capital stock is held by public investors in Mexico and in the U.S.
Movil@ccess has agreed with Verizon and Vodafone Americas to commence
tender offers in Mexico and the U.S. for all of the outstanding Class A and
Class V capital stock of Grupo Iusacell (including the American Depositary
Shares comprised of Series V shares), and Vodafone and Verizon have agreed to
tender their shares into the Mexican offer. Movil@ccess will offer, in the
Mexican offer, a price equal to Ps 0.05712180 per Series A share and Ps
0.05712180 per Series V share (or the dollar equivalent) and, in the U.S. offer,
the dollar equivalent of Ps 5.712180 per ADS. The offers will be commenced once
the Mexican tender offer has been approved by the Mexican National Securities
and Banking Commission (Comision Nacional Bancaria y de Valores), which is
expected by mid-July.
"We envision that continued dynamism in the underserved Mexican wireless
telephony market--an economic sector that is vital for the global
competitiveness of Mexico--together with the ample telecommunications
infrastructure of Iusacell and a solid business model going forward will permit
us to complete a successful turnaround benefiting Iusacell's stakeholders,"
stated Ricardo B. Salinas, President of the Board of Directors of Biper.
Movil@ccess anticipates commencing a constructive dialogue with all of
Iusacell's stakeholders in the near future.
THIS PRESS RELEASE IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO
BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE SOLICITATION AND THE
OFFER TO BUY SHARES AND AMERICAN DEPOSITARY SHARES OF GRUPO IUSACELL WILL ONLY
BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT WILL BE
FILED WITH THE MEXICAN NATIONAL SECURITIES AND BANK COMMISSION UPON COMMENCEMENT
OF THE MEXICAN OFFER AND WITH THE SECURITIES AND EXCHANGE COMMISSION UPON
COMMENCEMENT OF THE U.S. OFFER. HOLDERS SHOULD READ THESE MATERIALS CAREFULLY
WHEN AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION INCLUDING THE
TERMS AND CONDITIONS OF THE OFFERS. HOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO
PURCHASE AND RELATED MATERIAL WITH RESPECT TO THE U.S. TENDER OFFER FREE AT THE
SEC'S WEBSITE AT WWW.SEC.GOV OR FROM MOVILACCESS.
Company Profile
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Grupo Salinas is a group of Mexican companies owned or controlled by the
family of Ricardo B. Salinas Pliego. Grupo Salinas includes TV Azteca, Elektra,
Unefon, Biper, Todito.com, Telecosmo and Movil@ccess. Movil@ccess and Biper are
in the telecommunication service provider business.
Further Information:
Mariluz Calafell Salgado
Director of Finance and Administration
BIPER, S.A. de C.V.
011-52-55-5447-6183
Hector Romero
Investor Relations
Grupo Salinas
011-52-55 3099-0060