RIO DE JANEIRO, Sept. 8, 2014 /PRNewswire/ -- Oi S.A.
("Oi," Bovespa: OIBR3, OIBR4; NYSE: OIBR and OIBR.C) and Telemar
Participacoes S.A. ("TmarPart" and, together with Oi, the
"Companies"), pursuant to art. 157, § 4 of Law No. 6,404/76 (the
"Corporation Law") and CVM Instruction No. 358/02, in addition to
the Material Fact dated July 28, 2014
and the Notices to the Market filed by Oi on August 8 and 13, 2014, inform their shareholders
and the market in general that, on this date, the General
Shareholders' Meeting of Portugal Telecom SGPS S.A. ("PT SGPS") and
the Boards of Directors of Oi and TmarPart approved the terms and
conditions of the definitive agreements related to the investments
in commercial paper issued by Rio Forte Investments, S.A
("Commercial Paper").
The definitive agreements were signed today among Oi, TmarPart
and PT SGPS and provide for an exchange (the "Exchange") in which
Portugal Telecom International Finance B.V. ("PT Finance") and PT
Portugal SGPS S.A. ("PT Portugal" and, together with PT Finance,
the "Oi Subsidiaries") will transfer the Commercial Paper to PT
SGPS in exchange for common and preferred shares of Oi held by PT
SGPS, and the Oi Subsidiaries will grant PT SGPS an option to
purchase shares of Oi (the "Option"), which will occur in
accordance with the terms already disclosed to the market through
the Material Fact of July 28 (the
"Definitive Agreements"). Given the approval of the Definitive
Agreements by the General Meeting of PT SGPS and the Boards of
Directors of Oi and TmarPart, the implementation of the Exchange
and of the Option will be subject only to the response of the
Brazilian Securities and Exchange Commission (Comissao de
Valores Mobiliarios – CVM) to the consultation presented by the
Companies with respect to these transactions.
The signing of the Definitive Agreements will enable the
continuation of the combination of the businesses of Oi and PT SGPS
(the "Transaction"), which will have as the next step the migration
of TmarPart to the Novo Mercado of the Sao Paulo Stock
Exchange (BM&FBOVESPA S.A. – Bolsa de Valores,
Mercadorias e Futuros – BM&FBOVESPA), through the merger of
shares between Oi and TmarPart (the "Merger of Shares").
As preliminary steps to the Merger of Shares, the Companies will
pursue (i) the registration of the shares to be issued by TmarPart
in the Merger of Shares with the U.S. Securities and Exchange
Commission ("SEC"), (ii) the conversion of TmarPart's registration
category as a publicly-held company, (iii) the registration of a
Depositary Receipts Program of TmarPart with the SEC, (iv) the
listing of the shares of TmarPart in Brazil on the Novo Mercado segment of
the BM&FBOVESPA and in Portugal on the NYSE Euronext Lisbon, with the
necessary approvals by the Portuguese Securities and Exchange
Commission (Comissao do Mercado de Valores Mobiliarios –
CMVM) and by the NYSE Euronext Lisbon, and (v) the listing of the
shares in the form of American Depositary Shares on the NYSE. As a
result of the Exchange, the structure of the Transaction will no
longer include the merger of PT SGPS into TmarPart.
On this date, certain agreements related to the Transaction and
signed on February 19, 2014 were
amended to provide, among other things: (i) the extension of
deadlines for the completion of the Transaction; (ii) to clarify
that the merger of PT SGPS with TmarPart will no longer occur
within the scope of the Transaction (notwithstanding the fact that
PT SGPS may adopt an alternative structure to achieve the same
objective as the merger with respect to the combination of the
shareholder bases of Oi and PT SGPS); and (iii) the limitation of
the voting rights of PT SGPS, in the Bylaws of TmarPart, to a
maximum of 7.5% of its capital stock.
The Companies reiterate that the Transaction is intended to
migrate TmarPart to the Novo Mercado segment of
BM&FBOVESPA, with the adoption of best corporate governance
practices, admission of the TmarPart shares on the NYSE and the
NYSE Euronext Lisbon, increase in liquidity, dispersed regulatory
control and acceleration of the synergies created by the
Transaction. The Companies expect the Merger of Shares to occur by
the end of the first quarter of 2015.
The Companies will keep their shareholders and the market in
general informed of any relevant subsequent events related to the
topics described in this Material Fact.
Oi S.A.
Bayard De Paoli
Gontijo
Chief Financial Officer and Investor Relations Officer
Telemar Participacoes S.A.
Fernando Magalhaes Portella
Investor Relations Officer
Additional Information and Where to Find It:
This communication is not an offering document and does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval in any
jurisdiction in which distribution of an offering document or such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of that
jurisdiction.
This communication contains information with respect to the
proposed merger of shares (incorporacao de acoes) between
TmarPart and Oi.
In connection with the proposed merger of shares between
TmarPart and Oi, TmarPart plans to file with the SEC (1) a
registration statement on Form F-4, containing a prospectus which
will be mailed to shareholders of Oi (other than non-U.S. persons
as defined in applicable rules of the SEC), and (2) other documents
regarding the proposed merger of shares.
We urge investors and security holders to carefully read the
relevant prospectus and other relevant materials when they become
available as they will contain important information about the
proposed merger of shares.
Investors and security holders will be able to obtain the
documents filed with the SEC regarding the proposed mergers, when
available, free of charge on the Commission's website at
www.sec.gov or from TmarPart or Oi.
Special Note Regarding Forward-Looking Statements:
This communication contains certain forward-looking statements.
Statements that are not historical facts, including statements
regarding the beliefs and expectations of TmarPart or Oi, business
strategies, future synergies and cost savings, future costs and
future liquidity are forward-looking statements. The words "will,"
"may," "should," "could," "anticipates," "intends," "believes,"
"estimates," "expects," "plans," "targets," "goal" and similar
expressions, as they relate to TmarPart or Oi, are intended to
identify forward-looking statements and are subject to a number of
risks and uncertainties. There is no guarantee that the expected
events, tendencies or expected results will actually occur. Such
statements reflect the current views of management TmarPart or Oi
and are subject to a number of risks and uncertainties. These
statements are based on many assumptions and factors, including
general economic and market conditions, industry conditions,
corporate approvals, operational factors and other factors. Any
changes in such assumptions or factors could cause actual results
to differ materially from current expectations. All forward-looking
statements attributable to TmarPart or Oi or their affiliates, or
persons acting on their behalf, are expressly qualified in their
entirety by the cautionary statements set forth in this paragraph.
Undue reliance should not be placed on such statements.
Forward-looking statements speak only as of the date they are made.
Except as required under the U.S. federal securities laws and the
rules and regulations of the SEC or of regulatory authorities in
other applicable jurisdictions TmarPart, Oi and their affiliates do
not have any intention or obligation to update or to publicly
announce the results of any revisions to any of the forward-looking
statements to reflect actual results, future events or
developments, changes in assumptions or changes in other factors
affecting the forward-looking statements. You are advised, however,
to consult any further disclosures TmarPart or Oi make on related
subjects in reports and communications TmarPart or Oi file with the
SEC.
SOURCE Oi S.A.