FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the
month of October, 2007
Commission
File Number: 001-13464
Telecom
Argentina S.A.
(Translation
of registrant’s name into English)
Alicia
Moreau de Justo, No. 50, 1107
Buenos
Aires, Argentina
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
|
Form
20-F
|
X
|
Form
40-F
|
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
|
Yes
|
No
|
X
|
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
|
Yes
|
No
|
X
|
Indicate
by check mark whether by furnishing the information contained in this Form,
the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
|
Yes
|
No
|
X
|
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
Telecom
Argentina S.A.
TABLE
OF
CONTENTS
|
Item
|
|
|
1.
|
Free
translation of National Antitrust Commission Resolution No. 78/2007
dated
October 16, 2007
|
| FREE TRANSLATION |  |
Buenos
Aires, October 16, 2007
Mr.
Chairman of the
Comisión
Nacional de Valores
Dr.
Eduardo Hecker
Ref.:
Resolution N° 78/2007 of the National Antitrust
Commission
Dear
Sirs:
I
am
writing to you as Chairman of Telecom Argentina S.A. (“Telecom
Argentina” or the “Company”) to attach a copy of the Resolution N° 78/2007 of
the National Antitrust Commission that was notified to the Company
today.
Sincerely
yours,
Carlos
A. Felices
Chairman
FREE
TRANSLATION
Ministry
of Economy and Production
Secretariat
of Domestic Trade
Argentine
Antitrust Commission
Re.
No.
S01:0147971/2007 (DP 29) JS/CRB
BUENOS
AIRES, October 16, 2007
IN
VIEW OF
File No. S01:0147971/2007 of the Registry of the MINISTRY OF ECONOMY AND
PRODUCTION, entitled "TELEFONICA DE ESPAÑA, OLIMPIA Y OTROS s/DILIGENCIA
PRELIMINAR (DP N°29)" [TELEFONICA DE ESPAÑA, OLIMPIA ET AL on
PRELIMINARY PROCEEDING (DP No. 29)], and
WHEREAS:
The
referred-to proceeding was instituted to determine whether the economic
transaction discussed herein has an impact on competition in the Argentine
market, taking into account current regulatory framework
provisions.
A
consortium called TELCO, formed by TELEFONICA S.A., ASSICURAZIONE GENERALI
S.p.A., INTENSA SAN PAOLO S.p.A., MEDIOBANCA S.p.A. and SINTONIA S.A., shall
purchase in the Italian Republic 5.6% of the voting shares of TELECOM ITALIA
S.p.A. directly and 18% of such shares indirectly, through the purchase of
the
company OLIMPIA S.p.A., aggregating 23.6% of the voting shares of TELECOM
ITALIA
S.p.A.
TELECOM
ITALIA S.p.A. is the holder in the Republic of Argentina per se and
through TELECOM ITALIA INTERNACIONAL NV. of 50% of the capital of SOFORA
TELECOMUNICACIONES S.A., the controlling company of NORTEL INVERSORA S.A.
and,
through it, of TELECOM ARGENTINA S.A.
TELEFONICA
S.A. (Spain) is the direct and indirect holder in the Republic of Argentina
of
over 98% of the capital stock of TELEFONICA DE ARGENTINA S.A.
TELECOM
ARGENTINA S.A. is one of the two major fixed telephony companies in the country
and the owner of TELECOM PERSONAL S.A., an operator in the cellular telephony
market.
TELEFONICA
S.A. (Spain) is the owner of TELEFONICA DE ARGENTINA S.A., the other major
operator of fixed telephony, mobile telephony and internet access
services.
The
basic
telephony market is a privatized and regulated market in Argentina, subject
to
the equilibrium imposed by the express prohibition of monopolistic practices
established by the Argentine Constitution (Section 42) and the laws (Law
No.
25.156).
Since
the
inception of privatization process, the exclusivity granted to each license
holder was intended to provide a framework and benchmark to each other. Once
the
exclusivity period elapsed, the market would be open to
competition.
In
1998,
Decree No. 264/98 on deregulation sought to prepare the market for free
competition with the establishment of a transition period.
In
compliance with international commitments assumed by the Argentine Government
with the World Trade Organization (WTO), ratified by Law No. 25.000, several
regulations were approved by Decree No. 764/00 which would enable competition
in
the basic telephony market.
Both
license holders have, since then, maintained a de facto dominating
position in their relevant areas, with no third party companies competing
with
them.
Under
Law
No. 25.156 for the cases of economic concentration involving companies or
persons whose business is regulated through a controlling or regulatory body,
a
report and grounded opinion should be requested from it on the impact on
competition in the relevant market or on compliance with the regulatory
framework.
As
stated
by the SECRETARIAT OF COMMUNICATIONS of the MINISTRY OF FEDERAL PLANNING,
PUBLIC
INVESTMENT AND SERVICES, the information supplied is not sufficient to render
the requested opinion. It is thus necessary to know about the way in which
corporate relations legally materialized in our country as well as to secure
the
documents related to the legal entities involved, characteristics and scope
of
the transaction.
It
should
be noted that the telecommunications Regulatory Body or controlling Body,
in
this case the COMISION NACIONAL DE COMUNICACIONES [ARGENTINE
COMMUNICATIONS COMMISSION], a decentralized body reporting to the SECRETARIAT
OF
COMMUNICATIONS of the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENT AND
SERVICES, is responsible for supervising and controlling compliance with
the
obligations assumed by those who should provide a public service. In addition,
it ensures the existence of loyal and effective competition in the provision
of
the telephone service.
Pursuant
to existing data, in April 2007, the ARGENTINE COMISION NACIONAL DE
VALORES [ARGENTINE SECURITIES AND EXCHANGE COMMISSION] was informed that a
consortium led by the Spanish firm TELEFONICA S.A. had purchased 100% of
OLIMPIA
S.p.A., major shareholder of TELECOM ITALIA S.p.A.
This
new
consortium, called "TELCO" where TELEFONICA S.A. (Spain), would have a 42.3%
controlling interest in the major shareholder of the Italian operator of
TELECOM
ARGENTINA S.A. which is TELECOM ITALIA S.p.A.
Thus,
TELEFONICA S.A. (Spain) would become a material shareholder of the Italian
telephone company and through it of all its controlled companies in Europe
and
Latin America, which clearly includes TELECOM ARGENTINA S.A.
Evidently,
the documentation included in the file lead us to infer that in the framework
of
such transactions sections have been inserted in corporate agreements
self-limiting TELEFONICA S.A. (Spain) in the decisions of its competitor
TELECOM
ARGENTINA S.A. which could prima facie be irrelevant upon exercising
its preeminence in decision making process.
In
addition and as it arises from the evidence included in these proceedings,
the
stake of TELEFONICA S.A. (Spain) in TELECOM ITALIA S.p.A. results from a
commercial and industrial plan involving the strategic expansion of such
company
in European and Latin American markets, the importance and transcendence
of
which should be subject to evaluation by regulatory bodies with jurisdiction,
especially taking into account that the purchase of one company by the other
may
impact the market and therefore, clients, competitors and third party
shareholders, under the provisions of Sections 14, 16, 17, 42 and 75 subsection
18, among other sections, of the Argentine Constitution.
As
this
transaction entails the risk of violating and impairing rights and in the
need
to know about the significance of the transaction executed under the regulatory
rules of telecommunications and antitrust laws in force in the country,
supervision by public utilities and competition protection control bodies
should
be effectively exercised to determine the potential effects of a prospective
concentration transaction promoted by TELEFONICA ARGENTINA S.A. in the
communications and other markets in Argentina.
Therefore,
and taking into account the deep analysis to be conducted in the chain of
control of TELECOM ARGENTINA S.A. upon TELEFONICA S.A. (Spain) joining it
and
the necessary definition of powers and duties of both companies, this authority
should -at this point of the proceedings- order the appointment of two
inspectors who are to be present at TELECOM ARGENTINA S.A. to collect all
the
documents and information related to the economic transaction discussed herein
with a view to protecting public concerns in the communications and other
markets.
With
such
information, the COMISION NACIONAL DE DEFENSA DE LA COMPETENCIA
[ARGENTINE COMMISSION FOR COMPETITION DEFENSE], a decentralized body reporting
to the SECRETARIAT OF DOMESTIC TRADE of the MINISTRY OF ECONOMY AND PRODUCTION,
may evaluate whether such transaction could have detrimental effects on the
competitive regime and take actions so as to preserve it.
Section
24
of Law No. 25.156 empowers the enforcement authority of such law to promote
and
conduct such studies and investigations and to request, verify and take any
other actions as are deemed necessary to assess and prevent possible impacts
on
the competitive regime protected and ensured by the aforementioned
law.
Taking
into account the proofs included in these proceedings, so has been prima
facie evidenced.
As
there
is sufficient likelihood of the claim in the referred-to conduct with sufficient
possibility for distorting competitive conditions in the market and potentially
harming
the general economic interest, it is deemed necessary to take the relevant
actions to continue with the investigation of the main issue.
In
this
case, this authority understands that, as the companies involved in the
contingent concentration transaction have not notify such event as provided
for
by Law No. 25.156, proceedings may be instituted with a view to determining
the
abovementioned issue, beyond the information required and provided in respect
of
the transaction characteristics.
The
contingent joint liability that may be attached to directors, managers,
administrators or representatives who, through their actions or failure in
control duties, contributed to or allowed the commission of violations of
the
rules in force is unavoidable.
This
Committee should check, under the current economic situation, whether there
is
control or significant influence of TELEFONICA S.A. (Spain) over TELECOM
ARGENTINA S.A. Therefore, what has been stated in connection with the discussed
transaction should be proved.
In
such
regard, a suitable checking, control and monitoring mechanism should be
established to deeply analyze the transaction under discussion and to determine
whether such transaction may affect the evolution of the communications market
in Argentina or alter or have an impact on game rules in the domestic
market.
Therefore,
and as set forth by Sections 24 and 58 of Law No. 25.156,
THE
ARGENTINE COMMISSION FOR COMPETITION DEFENSE
RESOLVES
AS FOLLOWS:
SECTION
1.
Establishment by the COMISION NACIONAL DE DEFENSA DE LA COMPETENCIA, a
decentralized body reporting to the SECRETARIAT OF DOMESTIC TRADE of the
MINISTRY OF ECONOMY AND PRODUCTION, of a checking, control and monitoring
mechanism in TELECOM ARGENTINA S.A. during a term of up to TWO (2) months,
as
from the date of notice hereof.
SECTION
2.
Appointment of TWO (2) Observers: ONE (1) on behalf of the ARGENTINE COMMISSION
FOR COMPETITION DEFENSE, a decentralized body reporting to the SECRETARIAT
OF
DOMESTIC TRADE of the MINISTRY OF ECONOMY AND PRODUCTION, and ONE (1) on
behalf
of the COMISION NACIONAL DE COMUNICACIONES, a decentralized body
reporting to the SECRETARIAT OF COMMUNICATIONS of the MINISTRY OF FEDERAL
PLANNING, PUBLIC INVESTMENT AND SERVICES, who will be responsible for protecting
the public interest of the market, competition, users and
consumers.
SECTION
3.
Submission by Observers to the COMISION NACIONAL DE DEFENSA DE LA
COMPETENCIA, a decentralized body reporting to the SECRETARIAT OF DOMESTIC
TRADE of the MINISTRY OF ECONOMY AND PRODUCTION, and the COMISION NACIONAL
DE COMUNICACIONES, a decentralized body reporting to the SECRETARIAT OF
COMMUNICATIONS of the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENT AND
SERVICES, of fortnightly reports as well
as
those
deemed relevant in order to report any action or event which may have come
to
their knowledge, which may affect the public interest they are to protect,
and
any other leading to establish the stake of TELEFONICA S.A. (Spain) in TELECOM
ARGENTINA S.A., reported and described in these proceedings.
SECTION
4.
Appointment of Marcelo GOLDBERG (M.I. No. 18.354.120) as Observer on behalf
of
the COMISION NACIONAL DE DEFENSA DE LA COMPETENCIA, a decentralized
body reporting to the SECRETARIAT OF DOMESTIC TRADE of the MINISTRY OF ECONOMY
AND PRODUCTION.
SECTION
5.
Request the COMISION NACIONAL DE COMUNICACIONES, a decentralized body
reporting to the SECRETARIAT OF COMMUNICATIONS of the MINISTRY OF FEDERAL
PLANNING, PUBLIC INVESTMENT AND SERVICES, to appoint an Observer with similar
powers.
SECTION
6.
Service of notice hereof by TELECOM ARGENTINA S.A. on all those interested
parties operating within its jurisdiction within a term of FORTY-EIGHT (48)
hours and evidencing so in these proceedings within such term.
RESOLUTION
CNDC No. 78
[Signatures
and seals]
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
Telecom
Argentina S.A.
|
|||||
|
Date:
|
October
17, 2007
|
By:
|
/s/
Carlos Alberto Felices
|
||
|
Name:
|
Carlos
Alberto Felices
|
||||
|
Title:
|
Chairman
of the Board of Directors
|
||||