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Alestra, S. de R.L. de C.V. Announces an Offer to Purchase for Cash Any and All of Its 8% Senior Notes Due 2010 of Alestra

The Tender Offer will expire at 12:00 midnight, New York City time, on Friday, August 21, 2009, unless extended or earlier terminated by the Company (such time and date, as the same may be extended or earlier terminated, the "Expiration Date"). No tenders will be valid if submitted after 12:00 midnight, New York City time, on the Expiration Date. Registered holders of the Notes (the "Holders") must validly tender, and not validly withdraw, their Notes prior to 5:00 p.m., New York City time, on Friday, August 7, 2009 (such time and date, as the same may be extended or earlier terminated, the "Early Participation Date") to be eligible to receive the Total Consideration (as defined below), subject to the terms and conditions of the Tender Offer. Holders who validly tender Notes after 5:00 p.m., New York City time, on the Early Participation Date and prior to 12:00 midnight, New York City time, on the Expiration Date will be eligible to receive the Offer Price (as defined below) and not the Total Consideration, subject to the terms and conditions of the Tender Offer. In addition to the Total Consideration or Offer Price, as applicable, Holders whose Notes are purchased pursuant to the Tender Offer will also receive accrued and unpaid interest from the last interest payment date preceding the Tender Offer to, but not including, the applicable Settlement Date (the "Accrued Interest").

The "Settlement Date" for (i) Notes validly tendered and not validly withdrawn prior to the Early Participation Date, will be a date promptly after consummation of an offering of new notes that will provide proceeds to consummate the Tender Offer (the "Early Payment Date"), which the Company currently anticipates will be on or about Wednesday, August 12, 2009, and (ii) Notes validly tendered after the Early Participation Date and prior to the Expiration Date, will be a date no later than three business days after the Expiration Date or promptly thereafter (the "Final Payment Date").

The total consideration (the "Total Consideration") offered for each US$1,000 outstanding principal amount of Notes validly tendered and accepted for purchase pursuant to the Offer Documents will be US$1,012.50. The Total Consideration includes an early participation payment of US$2.50 per US$1,000 outstanding principal amount of Notes validly tendered and not validly withdrawn prior to the Early Participation Date (the "Early Participation Payment"). The Total Consideration minus the Early Participation Payment is referred to as the "Offer Price." In addition to the Total Consideration or Offer Price, as applicable, Holders whose Notes are purchased will also receive the applicable Accrued Interest.

For settlement purposes, the Total Consideration and the Offer Price will be calculated based upon the original principal amount of the Notes accepted for tender multiplied by a scaling factor of 0.635, which reflects the principal amortization of the Notes as of the date hereof.

The Tender Offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase and is subject to certain conditions, including, among others, a financing condition that requires that an offering of new notes be consummated and result in the receipt by the Company of net proceeds on terms and conditions satisfactory to the Company and in an amount that would be sufficient to consummate the Tender Offer.

The Company expressly reserves the right in its sole discretion, subject to applicable law, at any time or from time to time, to (1) waive any and all conditions to the Tender Offer prior to 12:00 midnight, New York City time, on the Expiration Date and accept all Notes previously tendered pursuant to the Tender Offer, (2) extend the Early Participation Date or the Expiration Date and retain all Notes tendered pursuant to the Tender Offer, subject to the withdrawal rights of Holders as described in the Offer Documents, (3) amend the terms of the Tender Offer in any respect, and (4) terminate the Tender Offer and not accept for purchase any tendered Notes. Any amendment applicable to the Tender Offer will apply to all Notes tendered pursuant to the Tender Offer.

Notes tendered prior to 5:00 p.m., New York City time, on the Early Participation Date may only be validly withdrawn prior to 5:00 p.m., New York City time, on the Early Participation Date, but not thereafter, except in the limited circumstances described below. Notes tendered after 5:00 p.m., New York City time, on the Early Participation Date and prior to 12:00 midnight, New York City time, on the Expiration Date may not be withdrawn, except in the limited circumstances described below. Notes tendered and not subsequently withdrawn prior to 5:00 p.m., New York City time, on the Early Participation Date and Notes tendered after 5:00 p.m., New York City time, on the Early Participation Date and prior to 12:00 midnight, New York City time, on the Expiration Date may be withdrawn only if the Company reduces the amount of the Offer Price, the Early Participation Payment or the principal amount of Notes subject to the Tender Offer or is otherwise required by applicable law (as determined by the Company) to permit withdrawal. Under such circumstances, previously tendered Notes may be validly withdrawn until the expiration of ten business days after the date that notice of such reduction or requirement is first published or given or sent to Holders by the Company. Further, tendered Notes may be validly withdrawn if the Tender Offer is terminated without any Notes being purchased thereunder. In the event of a termination of the Tender Offer, the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering Holders.

The Company has retained Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated to act as Dealer Managers for the Tender Offer and D.F. King & Co., Inc. to act as the Tender Agent and Information Agent for the Tender Offer.

Any questions or requests for assistance regarding the Tender Offer may be made to the Dealer Managers at the following telephone numbers:

    --  Citigroup Global Markets Inc., Attention: Liability Management at (800)
        558-3745 or (212) 723-6108

    --  Morgan Stanley & Co. Incorporated, Attention: Liability Management
        and Restructuring at (800) 624-1808 or (212) 761-5384

Questions or requests for assistance or additional copies of the Offer to Purchase and the related Letter of Transmittal may be directed to the Information Agent, D.F. King & Co., Inc., toll free at (800) 431-9643 (bankers and brokers call collect at (212) 269-5550).

This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is only being made pursuant to the Offer to Purchase and the related Letter of Transmittal. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. The Tender Offer is not being made to any holders of Notes in Italy. In the United Kingdom, the Tender Offer is being made only to specified eligible holders of Notes, as set forth in the Offer to Purchase. Restrictions on the Tender Offer may also apply in other jurisdictions. The Tender Offer is not being made to, and tenders of Notes by Holders will not be accepted from, any person in any jurisdiction that requires that the Tender Offer or the distribution of the Offer Documents be made by a licensed broker or dealer. In addition, this announcement is neither an offer to sell nor a solicitation of any offers to buy any new notes. The offering of new notes has not been registered under the U.S. Securities Act of 1933, as amended, and the new notes may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an applicable exemption from registration requirements.

UNDER MEXICAN LAW, THE TENDER OFFER MAY ONLY BE CONDUCTED IN MEXICO IF UNDERTAKEN UNDER AN AVAILABLE EXEMPTION UNDER ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). THE INFORMATION CONTAINED HEREIN IS EXCLUSIVELY THE COMPANY'S RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISION NACIONAL BANCARIA Y DE VALORES ("CNBV")). THE TERMS AND CONDITIONS OF THE TENDER OFFER WILL BE NOTIFIED TO THE CNBV FOR INFORMATIONAL PURPOSES ONLY AND SUCH NOTICE DOES NOT CONSTITUTE A CERTIFICATION AS TO THE INVESTMENT VALUE OF THE NOTES OR OF THE COMPANY'S SOLVENCY.

About Alestra

Alestra is a leading provider of telecommunications services in Mexico, focused primarily on multinational corporations, domestic large- and mid-size businesses and institutional customers in Mexico. Through its extensive fiber optic and wireless network, Alestra offers data, internet-related and local telephony services, as well as domestic and international long distance telephony services. Since the commencement of its operations in 1995, Alestra has invested approximately Ps. 7,389.6 million in the construction of its network, which currently interconnects with 199 cities throughout Mexico. Alestra believes its network equips it to provide coverage to over 90% of the Mexican market.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements that are forward-looking within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to Alestra that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements.

Although Alestra believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to the management of Alestra, Alestra cannot guarantee future results or events. Alestra expressly disclaims a duty to update any of the forward-looking statements.

SOURCE Alestra