SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 7)

____________________________

Portugal Telecom, SGPS, S.A.

(Name of Subject Company (Issuer))

 

Sonae, SGPS, S.A.,

Sonaecom, SGPS, S.A.,

and

Sonaecom, B.V.

(Names of Filing Persons (Offerors))

____________________________

Ordinary Shares, nominal value of €0.35 per share

(Title of Class of Securities)

 

ISIN: PTPTC0AM0009

(CUSIP Number of Class of Securities)

 

American Depositary Shares

(each representing one Ordinary Share)

(Title of Class of Securities)

 

737273102

(CUSIP Number of Class of Securities)

 

____________________________

 

 

Copy to:

 

Scott V. Simpson

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street, Canary Wharf

London, E14 5DS, England

Tel: +44 (0)20 7519 7000

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of the Filing Persons)

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

 

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This amended Tender Offer Statement (this “TO Amendment No. 7”) amends and supplements the Tender Offer Statement on Schedule TO (as amended, the “Schedule TO”) filed initially with the United States Securities and Exchange Commission (“SEC”) on January 16, 2007 (and amended January 25, 2007, January 30, 2007, February 6, 2007, February 12, 2007, February 13, 2007 and February 15, 2007) by Sonae SGPS, S.A. a sociedade anónima organized under the laws of Portuga1 (“Sonae”), Sonaecom, SGPS, S.A., a sociedade anónima organized under the laws of Portugal (“Sonaecom”), and Sonaecom, B.V., a private limited company organized under the law of the Netherlands and a wholly-owned subsidiary of Sonaecom (“Sonaecom B.V.”, and together with Sonae and Sonaecom, the “Purchasers”), in connection with the Purchasers’ offer to purchase for cash all outstanding ordinary shares, nominal value €0.35 each (“Ordinary Shares”) of Portugal Telecom, SGPS, S.A., a sociedade anónima organized under the laws of Portugal (“PT”), held by U.S. holders (within the meaning of Rule 14d-1(d) under the Securities Exchange Act of 1934) and all outstanding American Depositary Shares, each representing one Ordinary Share, wherever located (“ADSs” and, together with the Ordinary Shares, the “PT Shares”), upon the terms and subject to the conditions set forth in the offer to purchase dated January 16, 2007 (the “Offer to Purchase”) and in the related ADS Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Simultaneously with the Offer, Sonaecom and Sonaecom B.V. are offering in Portugal to purchase for cash all of the Ordinary Shares held by non-U.S. holders and all of the class A shares, nominal value €0.35 each, of PT, at the same price as offered for the PT Shares in the Offer. This TO Amendment No. 7 is filed on behalf of the Purchasers.

The information in the Offer to Purchase and the related ADS Letter of Transmittal is incorporated in this Amended Schedule TO by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

 

Increase of the Offer

 

The offer price to be paid pursuant to the U.S. Offer has been increased from €9.50 per Ordinary Share to €10.50 per Ordinary Share (or the U.S. dollar equivalent per ADS). The full text of the press release issued by Sonaecom and Sonaecom B.V. on February 15, 2007, announcing the increase in the offer price is filed herewith as Exhibit (a)(5)(I).

 

The Offer to Purchase and the related ADS Letter of Transmittal and all other related materials are each hereby amended to delete all references to the offer price of €9.50 per Ordinary Share and to replace them with references to €10.50 per Ordinary Share (or the U.S. dollar equivalent per ADS), except in the Section of the Offer to Purchase titled “The U.S. Offer – Section 5. The Consideration” describing the premium and transaction multiples represented by the offer price.

 

ITEMS 1 THROUGH 9, AND ITEM 11.

 

Items 1, through 9, and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, the related ADS Letter of Transmittal and all other related materials, are hereby amended and supplemented as follows:

 

1.            The section of the Offer to Purchase titled “Introduction” that begins on page 11 is hereby amended to add the following after the thirteenth paragraph:

 

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“As the Purchasers have irrevocably waived, under Portuguese law, any right of the Purchasers to request a further increase in the consideration offered, no increase of the offer price will be permitted by the CMVM, except possibly if there is a competing offer for PT.”

 

ITEM 12. Exhibits.

 

Item 12 is amended and supplemented to include the following exhibits:

 

 

 

 

 

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amended Schedule TO is true, complete and correct.

SONAE, SGPS, S.A.

 

By: /s/ Belmiro Mendes De Azevedo

 

Name: Belmiro Mendes De Azevedo

 

 

 

By: /s/ Ângelo Paupério

 

Name: Ângelo Paupério

 

 

SONAECOM, SGPS, S.A.

 

By: /s/ Christopher Lawrie  

 

Name: Christopher Lawrie

 

 

 

By: /s/ Luís Reis

 

Name: Luís Reis

 

 

SONAECOM, B.V.

 

By: /s/ Christopher Lawrie  

 

Name: Christopher Lawrie

 

 

 

By: /s/ Luís Reis

 

Name: Luís Reis

 

 

Date: February 16, 2007

 

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EXHIBIT INDEX

 

 

 

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