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Material Fact

Oi S.A.
Corporate Taxpayers’ Registry (CNPJ/MF) No. 76.535.764/0001-43
Board of Trade (NIRE) No. 33.3.0029520-8
Publicly-Held Company

Oi S.A. Board of Directors Approval of the Sale of Shares of PT Portugal to Altice S.A.

Oi S.A. ("Oi," 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 (Comissão de Valores Mobiliários - 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.

Rio de Janeiro, December 08, 2014.

Bayard de Paoli Gontijo
Chief Executive Officer, Chief Financial Officer and Investor Relations Officer
Oi S.A.

To see the PDF version of the Material Fact, click here.

(¹) This translation is still subject to the auditors review

(¹) This translation is still subject to the auditors review