Business Context and Reporting Period
This Form 6-K filing by Telecom Argentina S.A. (Telecom) covers the month of April 2026. The document discloses a Preliminary Merger Agreement dated March 10, 2026, between Telecom and its wholly-owned subsidiary, Teledifusora San Miguel Arcangel S.A. (TSMA). The filing was submitted to the U.S. Securities and Exchange Commission on April 15, 2026, and translated from a letter to the Argentine Securities & Exchange Commission (CNV).
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the reporting period. It focuses exclusively on the corporate structure of the merger.
- Telecom Capital Stock (as of Dec 31, 2024): AR$ 2,153,688,011.00, represented by 2,153,688,011 ordinary book-entry shares.
- TSMA Capital Stock (as of Dec 31, 2024): AR$ 1,190,413, represented by 1,190,413 registered non-endorsable ordinary shares.
- Ownership Structure: Telecom holds 100% of TSMA's corporate stock and votes.
Material Changes
The primary material change is the planned corporate reorganization where TSMA will merge into Telecom. Key details include:
- Surviving Entity: Telecom Argentina S.A. will be the surviving company, assuming all assets, liabilities, rights, and obligations of TSMA.
- Dissolution: TSMA will be dissolved without liquidation.
- Effective Date: The merger is retroactively effective as of January 1, 2026.
- Share Exchange: No exchange of shares is required as Telecom already owns 100% of TSMA.
- Valuation Basis: The reorganization is based on financial statements as of December 31, 2025.
Outlook, Risks, and Management Commentary
Management states the purpose of the merger is to unify operations, increase efficiency, generate synergies, and reduce costs by optimizing technical, administrative, and financial structures. The agreement requires approval by the administrative bodies of both companies and ratification by extraordinary Shareholders' Meetings. Any disputes regarding the agreement are subject to the jurisdiction of the National Lower Courts hearing Commercial Matters of Buenos Aires City.
Investor Verification Checklist
- Confirm the ratification of the merger by the respective extraordinary Shareholders' Meetings.
- Verify the final definitive merger agreement and any changes to the effective date or terms.
- Review the Special Consolidated Statement of Financial Position for Telecom and TSMA as of December 31, 2025, to understand the specific assets and liabilities being consolidated.
- Monitor for any regulatory approvals required from the Corporation Control Authority (Inspección General de Justicia) or the CNV.