SAO PAULO, March 26, 2014 /PRNewswire/ — Oi S.A. (“Oi” or the “Company”, BM&FBovespa: OIBR3, OIBR4; NYSE: OIBR and OIBR.C) in accordance with article 157, paragraph 4 of Law No. 6,404/76 (the “Brazilian Corporations Law”) and CVM Instruction No. 358/02, and in furtherance of the Material Facts dated as of October 2, 2013 and February 20, 2014, notifies its shareholders and the market in general that as of the date hereof, Oi became aware of the decision issued by the Collegiate of the Brazilian Securities and Exchange Commission (“CVM”) regarding the appeal filed by Oi in connection with (i) the exercise of voting rights in relation to the agenda of the general shareholders’ meeting called for March 27, 2014 regarding the valuation report of assets to be contributed by Portugal Telecom SGPS, S.A. (“Portugal Telecom”) and (ii) the possibility of exercising of withdrawal rights by Oi’s common shareholders dissenting from the resolution regarding the merger of Oi’s shares by Telemar Participacoes S.A. (“CorpCo”), subject to approval at a shareholders’ meeting in the future.
Exercise of Voting Rights at the General Shareholders’ Meeting of March 27, 2014
In connection with the exercise of voting rights, the Collegiate of CVM confirmed Oi’s understanding that, except for the shareholders, Portugal Telecom and its controlled company, Bratel Brasil S.A., there is no impediment to the exercise of voting rights by the other shareholders of Oi, including CorpCo and its subsidiary, Valverde Participacoes S.A., in relation to the agenda for the general shareholders’ meeting regarding the valuation report of assets to be contributed by Portugal Telecom to the Company.
In connection with the withdrawal rights, the Collegiate of the CVM confirmed Oi’s understanding that the requirements of liquidity and a disperse shareholder base set forth by article 137, II, of the Brazilian Corporations Law, shall be verified upon the shareholders’ meeting triggering the withdrawal rights (i.e., at the time of the shareholders’ meeting to approve merger of Oi’s shares by CorpCo), so that the common shares issued by Oi are not entitled to such rights considering it will have a disperse shareholder base at the time of the general shareholders’ meeting deciding on the merger of Oi’s shares by CorpCo.
Finally, the Company confirms the shareholders’ meeting called for March 27 at 10 a.m. in its headquarters.
Oi will keep its shareholders and the market informed of any other material subsequent events related to the Transaction.
Rio de Janeiro, March 26, 2014.
Bayard De Paoli Gontijo
Chief Financial Officer and Investor Relations Officer
SOURCE Oi S.A.
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