TV Azteca Shareholders to Increase Stockholdings By 3%

TV Azteca Shareholders to Increase Stockholdings By 3%

-Unanimous Shareholder Approval for Merger that Permits 90 Million CPOs to be Retired-

MEXICO CITY, June 28 /PRNewswire-FirstCall/ -- TV Azteca, S.A. de C.V. (BMV: TVAZTCA); (NYSE:TZA); (Latibex: XTZA), one of the two largest producers of Spanish-language television programming in the world announced that an Extraordinary Shareholders' Meeting held yesterday at its corporate offices in Mexico City, unanimously approved by vote of 99.35% of the company's shareholders, the merger of Servicios Deportivos TV into TV Azteca.

Servicios Deportivos TV, a technical advisor of a U.S. developer of satellite transmission solutions, and a subsidiary of Azteca Holdings, owns 90 million CPOs of TV Azteca, equivalent to 3% of the company's outstanding capital stock.

The interest held by Servicios Deportivos TV, is valued at a price of Ps.5.56 per CPO, which equals an aggregate amount of approximately Ps.501 million (US$46 million). TV Azteca will retire the CPOs received pursuant to the merger, reducing its stockholders equity by the Ps.501 million (US$46 million), as of June 30, 2005.

The outstanding debt of Servicios Deportivos TV is Ps.512 million (US$47 million), which will be integrated into TV Azteca's balance sheet. The company anticipates the incremental debt to be temporary, following its firm commitment to its six-year plan for uses of cash.

As previously detailed, the cash usage plan entails allocating a substantial portion of TV Azteca's cash generation to reduce the company's debt by approximately US$250 million, and to make distributions to shareholders of over US$500 million by 2008.

The company noted the stockholdings' increase delivers incremental value to all TV Azteca shareholders, while providing the company's strategic business planning with additional distribution alternatives derived from Servicios Deportivos TV's innovative transmission solutions.

Company Profile

TV Azteca is one of the two largest producers of Spanish language television programming in the world, operating two national television networks in Mexico, Azteca 13 and Azteca 7, through more than 300 owned and operated stations across the country. TV Azteca affiliates include Azteca America Network, a new broadcast television network focused on the rapidly growing US Hispanic market, and Todito.com, an Internet portal for North American Spanish speakers.

Except for historical information, the matters discussed in this press release are forward-looking statements and are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Risks that may affect TV Azteca are identified in its Form 20-F and other filings with the US Securities and Exchange Commission.

Source: TV Azteca, S.A. de C.V.

CONTACT: Investor Relations, Bruno Rangel, +52-55-1720-9167, jrangelk@tvazteca.com.mx, or Rolando Villarreal, +52-55-1720-0041, rvillarreal@gruposalinas.com.mx, or Press Relations, Tristan Canales, +52-55-1720-1441, tcanales@gruposalinas.com.mx, or Daniel McCosh, +52-55-1720-0059, dmccosh@tvazteca.com.mx, all of TV Azteca

Web site: http://www.tvazteca.com.mx/

------- Profile: Ent