RIO DE JANEIRO, Dec. 8, 2014 /PRNewswire/ -- Oi S.A. ("Oi"
or the "Company", Bovespa: OIBR3, OIBR4; NYSE: OIBR and OIBR.C), in
accordance with article 157, paragraph 4 of Law No. 6,404/76 (the
"Brazilian Corporation Law") and the Brazilian Securities and
Exchange Commission (Comissao de Valores Mobiliarios - CVM)
Instruction No. 358/02, continuing with the Material Facts dated
November 3, 2014 and November 30, 2014, informs its shareholders and
the market in general that, on this date, the Board of Directors of
Oi finalized the formalities to approve the general terms and
conditions for the sale of all of the shares of PT Portugal SPGS
S.A. ("PT Portugal") to Altice Portugal
S.A. ("Altice PT"), a wholly-owned subsidiary of Altice S.A.
(and together with Altice PT, "Altice"). The sale
substantially involves PT Portugal's operations in Portugal and Hungary. The effectiveness
of the purchase and sale contract will depend on the approval by
the shareholders of Portugal Telecom SGPS, S.A. ("PT SGPS"), which
will be called in due course.
With this approval, Oi will transfer to Altice all of the shares
issued by PT Portugal for an enterprise value of 7.4 billion Euros, adjusting for cash and debt
and including an earn-out of 500 million
Euros related to PT Portugal's generation of future
revenue. The price to be paid by Altice will suffer
adjustments usually adopted in similar transactions, in accordance
with PT Portugal's cash holdings on the closing of this
transaction.
Prior to the consummation of the sale and as a condition
precedent to its closing, certain corporate reorganizations will be
required to take place in order to delineate the operations to be
transferred as well as to separate PT Portugal's investments which
will not be included in the sale, including the investments in
Africatel GmbH & Co. KG and Timor Telecom S.A. and the
investments held by PT Portugal in Rio Forte Investments S.A.
(which are subject of the share exchange agreement with PT SGPS
under which this investment will be exchanged for shares issued by
Oi, which is still subject to approval by the CVM), as well as all
or part of PT Portugal's indebtedness.
In addition to the corporate reorganization considered above,
the closing of this sale will be conditioned on, among other
matters, obtaining the required regulatory and antitrust approvals,
in accordance with applicable law.
With this step concluded, Oi continues its objective of
reinforcing its financial capacity in order to maintain its
objective of leading the consolidation movement in the Brazilian
telecommunications market.
Oi will maintain its shareholders and the market informed of any
material events related to this subject.
Oi S.A.
Bayard De Paoli Gontijo
Chief Executive Officer, Chief Financial Officer and Investor
Relations Officer
Special Note Regarding Forward-Looking Statements:
This communication may contain forward-looking statements.
Statements that are not historical facts, including statements
regarding the beliefs and expectations, business strategies, future
synergies and cost savings, future costs and future liquidity, are
forward-looking statements. The words "will," "will be," "should,"
"could," "may," "should be," "could be," "may be," "estimates,"
"has as an objective," "targets," "target "goal," "anticipates,"
"believes," "expects," "forecasts," "intends," "plans," "predicts,"
"foretells," "projects," "points to" and similar expressions are
intended to identify forward-looking statements and are subject to
a number of risks and uncertainties. These statements reflect
current expectations. In light of the many risks and uncertainties
surrounding the offer, you should understand that we cannot assure
you that the forward-looking statements contained in this
communication will be realized. Undue reliance should not be placed
on such statements.
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SOURCE Oi S.A.
