Asia PR News

CALI, Oct. 28 /PRNewswire-AsiaNet/ –

Transtel Tenderco, Ltd. ("Tenderco"), a wholly-owned subsidiary of Transtel
S.A. ("Transtel"), announced today that it has commenced a tender offer to
purchase, for cash, any and all of Transtel’s outstanding Units (CUSIP Nos.:
89389N AS 2, 89389N AQ 6 and P93380 AE 6) and related consent solicitation.
Each Unit consists of:

— $1,000 original principal amount 121/2% Senior Secured Convertible
Notes due 2008 (the "Senior Notes");

— $205 initial accreted value Convertible Subordinated Notes due 2008
(the "Convertible Notes"); and

— one (1) Shares Trust Certificate, representing 634,970 shares of common
stock of Transtel.

As of today, the number of Units outstanding is 152,086.

The tender offer is scheduled to expire at 8:00 a.m., New York City time
on November 29, 2005 (the "Expiration Time") unless extended or earlier
terminated. The total consideration (the "Total Consideration") for each Unit
validly tendered and not validly withdrawn prior to 5:00 p.m. New York City
time on November 14, 2005 (the "Consent Time"), and accepted by Tenderco for
purchase, will be $1,167.14 per Unit, which includes the Consent Payment (as
defined below), plus accrued and unpaid interest on the principal amount of
the Senior Notes included in such tendered Units, up to, but not including,
the date of payment (the "Payment Date"). The Total Consideration for each
Unit tendered includes a consent payment of $25.00 for each Unit validly
tendered and not validly withdrawn prior to the Consent Time (the "Consent
Payment").

Holders who tender their Units after the Consent Time will not receive the
Consent Payment. The tender offer consideration (the "Tender Offer
Consideration") for each Unit tendered after the Consent Time but prior to the
Expiration Time will be $1,142.14 per Unit, plus accrued and unpaid interest
on the principal amount of the Senior Notes included in such tendered Units,
up to, but not including, the Payment Date. The Payment Date is expected to
be on or promptly following the Expiration Time.

In conjunction with the tender offer, and on the terms and conditions set
forth in the Offer to Purchase and Consent Solicitation Statement dated
October 28, 2005, Tenderco is soliciting consents of holders of the Units to
the following matters (the "Matters for Consent"):

— the termination of the Mandatory Sale Process Agreement relating to the
indenture governing the Senior Notes, dated February 24, 2004, among
the Trustee, the trustee under the shares trust that holds shares of
Transtel’s common stock issued to certain of its creditors (the "Shares
Trust Trustee"), Transtel’s founding shareholders and certain
affiliates of the founding shareholders formed to hold their shares of
Transtel common stock;

— the separation of the Units into their component securities;

— the adoption of certain proposed amendments to the indentures governing
the Senior Notes and the Convertible Notes, which would, among other
things, eliminate substantially all of the restrictive covenants and
certain events of default in such indentures;

— the waiver of any existing defaults under the indentures governing the
Senior Notes and the Convertible Notes;

— the amendment of the Shareholders Agreement, dated as of February 24,
2004, among the Shares Trust Trustee, Transtel’s founding shareholders
and certain affiliates of the founding shareholders formed to hold
their shares of Transtel common stock, effectively eliminating
substantially all of the substantive provisions thereof (including as
to voting, tag-along rights and preemptive rights, but not as to drag
along rights);

— the modification of the payment schedules for certain inter-company
notes due to Transtel and certain inter-company leases of
telecommunications equipment with Transtel’s equipment leasing
subsidiary (together, the Inter-Company Agreements");

— the assignment of rents due under the inter-company leases by the
equipment leasing subsidiary to a new Colombian subsidiary of Transtel,
which will, in connection with a refinancing of Transtel’s obligations
and certain changes to its corporate structure, assume substantially
all of Transtel’s assets and liabilities;

— the amendment of the trust agreement under which payments on the Inter
Company Agreements are collected for the benefit of the indenture
trustee for the Senior Notes; and

— the adoption of shareholder resolutions authorizing the tender offer
and consent solicitation, as well as other related refinancing
transactions, including certain changes to Transtel’s corporate
structure.

The tender offer is scheduled to expire at 8:00 a.m. on November 29, 2005,
unless extended or earlier terminated. Tenders of Units may be validly
withdrawn, and the corresponding consents may be validly revoked, at any time
prior to 5:00 p.m. New York City time on November 14, 2005, but not
thereafter. A valid withdrawal of tendered Units prior to the Consent Time
will constitute a concurrent valid revocation of the related consent.

The obligation of Tenderco to accept for purchase and pay for tendered
Units is subject to the satisfaction or waiver of certain conditions,
including the delivery of consents of at least 90% of the outstanding Units,
completion of a private placement of new notes, the execution of supplemental
indentures implementing the Matters for Consent and certain other conditions,
as each is further described in the Offer to Purchase and Consent Solicitation
Statement and in the Letter of Transmittal dated October 28, 2005. There can
be no assurance that any of such conditions will be met.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Offer to Purchase and Consent Solicitation
Statement, copies of which may be obtained by contacting MacKenzie Partners,
Inc., the information agent for the tender offer and consent solicitation, at
(212) 929-5550 (collect) or (800) 322-2885 (U.S. toll-free). UBS Investment
Bank is serving as dealer manager and solicitation agent in connection with
the tender offer and consent solicitation. Additional information concerning
the Offer and the Solicitation may be obtained by contacting UBS Investment
Bank at (203) 719-4210 (collect) or (888) 722-9555, extension 4210 (toll
free).

This announcement is not an offer to purchase, a solicitation of an offer
to purchase or a solicitation of consents with respect to any securities. The
tender offer and consent solicitation are being made solely by the Offer to
Purchase.

Transtel is the largest fixed-line private telecommunications company in
Colombia, with a modern digital platform and broadband capability. Transtel
owns and operates seven telephone systems and one cable system, providing
voice, data and other media services to residential and commercial subscribers
in Cali, Colombia’s second largest city, and nine other cities in southwestern
Colombia with an aggregate population of approximately 3.6 million people.

This release contains statements that constitute forward-looking
statements within the meaning of the Private Securities Litigation Act of
1995. Such statements include statements regarding intent, belief, or
current expectations of the Company’s directors or officers, primarily with
respect to future operating performance of the Company. Any such
forward-looking statements are not guarantees of future performance, and may
involve risks and uncertainties. Actual results may differ from those in the
forward-looking statements, as the result of various factors.

SOURCE: Transtel Tenderco, Ltd.

CONTACT: MacKenzie Partners, Inc.
+1-212-929-5500, 1-800-322-2885, proxy@mackenziepartners.com