Merger between Cable Onda and Telecarrier

Arias, Fábrega & Fábrega acted as counsel to Medcom Holdings, Inc. in connection with the merger of its indirect subsidiary Cable Onda, S.A. with Telecarrier, Inc., and other related reorganization transactions resulting in a combined entity owned 51% by Medcom Holdings, Inc. and 49% by Telecarrier International Limited and related shareholders.

Cable Onda is the dominant player in the Panamanian market for paid-TV services. It also provides wide-band internet and telephone services primarily to the residential market. Telecarrier is a provider of broad-band internet and telephone services primarily to the business market as well as various telecommunications solutions such as a data center, routers and security administration, private networks to international carriers. This merger will result in the only 100% Panamanian-owned telecommunications services provider of paid-TV, telephone, broad-band internet, and telecom affiliated services.

As local counsel, ARIFA advised the client in connection with all aspects of the merger and the subsequent acquisition, including structuring of the transaction, tax and antitrust matters, regulatory approvals and the integration of both operations following consummation of the transactions. This transaction resulted in the most relevant M&A transaction presented before the telecom, and radio and TV regulator ("Autoridad Nacional de los Servicios Públicos" or "ASEP") and set a precedent for the administrative proceedings required to implement such a transaction considering provisions on anti trust laws, consumer rights, and provisions on telecoms related to the continuity of services. Such endeavor required working directly in coordination with the regulator's task team for this transaction, including the head of ASEP and the National Director overseeing the telecoms and radio and TV sectors, which resulted in the filing of a plan for implementing the transaction assuring the operators clients' rights to receive services without interruption.