RIO DE JANEIRO, Oct. 17, 2013 /PRNewswire/ -- Empresa Brasileira
de Telecomunicacoes S.A. – Embratel (Embratel) and Embratel
Participacoes S.A. (Embrapar) announced today that they have
commenced their previously announced tender offer for all common
shares and preferred shares, including preferred shares represented
by American depositary shares (ADSs), of Net Servicos de
Comunicacao S.A. (BOVESPA: NETC3 and NETC4; NASDAQ: NETC; BMAD:
XNET) ("Net") that they do not already own for R$29.02 per common share and per preferred share
plus statutory interest.
Net's board of directors has determined at a meeting held on
October 15, 2013, by unanimous vote
of those in attendance, that the offer described above is in the
interests of Net and its shareholders and recommends that the
holders of Net's common shares and preferred shares, including
preferred shares represented by ADSs, accept the offer and tender
their shares, but informed such holders that the decision to tender
is ultimately at their discretion.
The tender offer is being conducted concurrently in the United States and Brazil and is open to all holders of common
shares and preferred shares, including preferred shares represented
by ADSs. The tender offer will be conducted as an auction on the
Sao Paulo Stock Exchange pursuant to Brazilian law and practice.
The auction is currently intended to be held at 1:00 p.m., New
York city time, on November 27,
2013.
The tender offer and associated withdrawal rights expire, in the
case of holders of ADSs tendering through The Bank of New York
Mellon, as receiving agent, at 10:00
a.m., New York City time,
and, in the case of holders of Net's common and preferred shares
tendering directly, at 3:00 p.m.,
New York City time, in each case
on November 26, 2013, one business
day prior to the auction date, unless the tender offer is
extended.
The offer price as announced on June 7,
2012 in a statement of material fact by Embrapar is
comprised of a base offer price of R$26.64 per common share and per preferred share
plus accrued interest at the statutory rate from June 8, 2012 through the auction date.
R$29.02 represents the base offer price plus accrued interest
from June 8, 2012 through and
including August 18, 2013. Banco Itau
BBA S.A., the Brazilian intermediary agent, will notify the
BM&FBOVESPA – Bolsa de Valores, Mercadorias e Futuros
(the "Sao Paulo Stock Exchange") of the offer price, including all
accrued interest through the auction date, at least three Brazilian
business days before the auction date. The Sao Paulo Stock Exchange
will disclose the offer price on or before the auction date. ADS
holders tendering preferred shares represented by ADSs through The
Bank of New York Mellon, as receiving agent, will receive payment
in U.S. dollars.
Complete terms and conditions of the tender offer are set forth
in the Offer to Purchase, Letter of Transmittal and other related
materials that will be filed by Embratel and Embrapar with the U.S.
Securities and Exchange Commission (SEC) on October 17, 2013. In addition, on
October 17, 2013, Net will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC relating to the tender offer. Copies of the Offer to
Purchase, Letter of Transmittal and other related materials are
available free of charge from D.F. King & Co.,
Inc., the information agent for the tender offer, toll free at
(800) 859 -8508 or via email at netservicos@dfking.com. The
receiving agent in the tender offer is Bank of New York Mellon.
A separate offer document, an Edital, for use by holders
of Net's shares that are not U.S. residents is being published in
Portuguese concurrently in Brazil
and a short circular for use by holders of Net's preferred shares
listed on the Mercado de Valores Latinoamericanos is being
published in Spanish concurrently in Spain.
About Embratel
Embratel is the premium telecommunications provider in
Brazil and offers an ample variety
of telecom services - local and long distance telephony, advanced
voice, high-speed data transmission, Internet, satellite data
communications, and corporate networks. The company is a leader in
the country for data services and Internet, and is highly qualified
to be an all-distance network carrier in Latin America. Embratel's network spreads
countrywide, with almost 29 thousand kms of optic cables, which
represents about one million and sixty-nine thousand km of fiber
optics.
Forward-Looking Statements
This document may contain forward-looking statements. These
statements are statements that are not historical facts, and are
based on management's current view and estimates of future economic
circumstances, industry conditions, company performance and
financial results. The words "anticipates," "believes,"
"estimates," "expects," "plans" and similar expressions, as they
relate to the company, are intended to identify forward-looking
statements. Statements regarding the declaration or payment of
dividends, the implementation of principal operating and financing
strategies and capital expenditure plans, the direction of future
operations and the factors or trends affecting financial condition,
liquidity or results of operations are examples of forward-looking
statements. Such statements reflect the current views of management
and are subject to a number of risks and uncertainties. There is no
guarantee that the expected events, trends or results will actually
occur. The statements are based on many assumptions and factors,
including general economic and market conditions, industry
conditions, and operating factors. Any changes in such assumptions
or factors could cause actual results to differ materially from
current expectations.
For further information please contact:
Embratel Participacoes S.A.
Isaac Berensztejn
Director of Investor Relations
Av. Presidente Vargas, n 1012
20071-002 Rio de Janeiro, RJ,
Brazil
Telephone: (55) 21 2121-3636
SOURCE Embratel and Embrapar