By Michael Shields, Georgina Prodhan and Angelika Gruber
VIENNA (Reuters) - Billionaire investor Carlos Slim's America Movil plans a takeover of Telekom Austria via an accord with its top Austrian shareholder that would trigger a public offer, News magazine reported.
America Movil has said it does not plan a hostile takeover offer for Telekom Austria, in which it holds 27 percent, but a friendly or agreed offer for the majority of the Austrian company has long been expected.
A draft accord to set up a controlling syndicate, as reported by News on Thursday, would give America Movil the upper hand in a partnership with Austrian state holding company OIAG, but would also commit it to financial backing.
America Movil would agree to contribute up to 750 million euros (600 million pounds) via a share issue to fuel expansion and cut debt, the magazine said.
A shareholders' pact would mean the partners have to vote in unison on major company issues, ensuring the OIAG had a say in the company's future even if Slim raised his stake above the OIAG's 28 percent.
News said a draft version of the syndicate contract with OIAG envisioned pooling the stakes of the two big shareholders for 10 years with a five-year extension option.
"Should Austria accept this contract, America Movil commits itself to making a public takeover offer at the closing of the contract. Insiders view this as a generous offer," it said without giving details or citing a specific source.
Under Austrian law, any shareholder reaching 30 percent ownership of a company must make an offer for the remaining shares.
A Telekom Austria spokesman declined comment, saying the issue was something for its shareholders to decide. The spokesman said the company did not need a capital increase at this stage.
An OIAG spokesman said: "There are strategic considerations but no concrete negotiations."
NO FINAL DECISION
Asked by News about how cooperation with America Movil would work in future, OIAG head and Telekom Austria Chairman Rudolf Kemler was quoted as saying: "There is neither a final decision nor concrete negotiations.
"But OIAG has a strategic responsibility to think about future constellations when it comes to such a significant company for Austria."
The agency says it wants Telekom Austria to remain headquartered in Austria with a Vienna stock market listing. Significant research and development (R&D) would have to stay in Austria, which has to have a big say in company affairs.
Kemler reiterated to News that Austria was committed to keeping a blocking minority of 25 percent plus one share and would take part in any share issue at Telekom Austria to do so.
"Let's take as an example a capital increase of 1 billion euros, which at the current capitalisation would be no problem. Then OIAG would invest 250 million euros, which would not be a problem given OIAG's current capitalisation," Kemler said.
Company works council head Walter Hotz, who has called on the OIAG to hold a special meeting of its supervisory board to spell out what it plans to do in relation to Slim, said he had not seen any draft agreement so could not confirm the report.
"This is why I called for the OIAG meeting. It's important that the republic (of Austria) clarify its intentions," he told Reuters.
"We have been expecting for months that they (America Movil) will try to gain a majority. And they don't want a repetition of what happened in Holland. They want to be friendly," he said, referring to Dutch group KPN's rebuff of America Movil's takeover plans.
"There has to be a level playing field between two partners."
Telekom Austria shares slipped 0.7 percent to 7 euros by 1016 GMT, while the STOXX Europe 600 telecoms index firmed 0.2 percent.
(Editing by David Holmes)