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.
Withdrawal Rights
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
Oi S.A.
SOURCE Oi S.A.