RIO DE JANEIRO, 29 de abil de
2014 /PRNewswire/ -- Oi S.A. ("Oi", BM&FBOVESPA: OIBR3 and
OIBR4; NYSE: OIBR and OIBR.C) hereby announces to its
shareholders and the market in general that it has priced its
global offering of 2,142,279,524 common shares, including
396,589,982 common shares in the form of American Depositary Shares
("ADSs") and 4,284,559,049 preferred shares, including 828,881,795
preferred shares in the form of ADSs (not including the exercise of
the International Underwriters' Option (defined below)) (the
"Offering"). The common shares were offered to the public at a
price of R$2.17 per share, and the
preferred shares were offered to the public at a price of
R$2.00 per share. Common shares in
the form of ADSs (the "common ADSs," each representing one common
share) were offered to the public outside Brazil at a price of US$0.970 per common ADS, and preferred shares in
the form of ADSs (the "preferred ADSs," each representing one
preferred share) were offered to the public outside Brazil at a price of US$0.894 per preferred ADS. The aggregate cash
proceeds of the Offering to Oi, after underwriting discounts and
commissions (before expenses), will be equivalent to approximately
US$5,868 million, including the
shares of PT Portugal SGPS S.A. that Portugal Telecom SGPS S.A.
("Portugal Telecom") will contribute to Oi in the Offering.
The Offering consists of a registered offering in Brazil and an international offering, which
includes a registered offering in the
United States. The registered offering in the United States is scheduled to close on
Friday, May 2, 2014, subject to
satisfaction of customary conditions. The registered offering
in Brazil is scheduled to close on
Monday, May 5, 2014, subject to the
satisfaction of customary conditions. Further information about the
Offering is contained in the offering documents.
Existing shareholders of Oi were given the right to subscribe
for shares in the Brazilian offering on a priority basis. Telemar
Participacoes S.A., Oi's direct controlling shareholder, as well as
Valverde Participacoes S.A., AG Telecom Participacoes S.A., LF Tel
S.A. and Bratel Brasil S.A. each of which is a member of a group of
entities that indirectly controls Oi, assigned their respective
priority rights to subscribe for an aggregate 1,217,486,338 common
shares and 1,272,122,008 preferred shares to Portugal Telecom,
SGPS, S.A. ("Portugal Telecom"), also a member of a group of
entities that indirectly controls Oi. Portugal Telecom subscribed
for such shares in the priority offering. Portugal Telecom
subscribed for an additional 448,130,723 preferred shares in the
Brazilian offering. In the aggregate, Portugal Telecom
subscribed for 1,045,803,934 common shares and 1,720,252,731
preferred shares, equivalent to R$5.7
billion. Portugal Telecom will settle the purchase of these
shares through the contribution to Oi of all of the shares of PT
Portugal, subject to the satisfaction of certain conditions
established in the subscription agreement between Portugal Telecom
and Oi. Immediately following the settlement of the Offering,
Portugal Telecom will own, directly and indirectly, 37.41% of Oi's
issued and outstanding share capital (including 40.73% of Oi's
voting share capital), excluding Portugal Telecom's interest in the
shares of Oi owned by Telemar Participaoees S.A., AG Telecom
Participacoes S.A. and LF Tel S.A.
In addition, Caravelas Fundo de Investimentos em Acoes
("Caravelas"), an investment vehicle managed through Banco BTG
Pactual S.A., subscribed for 171,362,482 common shares and
359,171,518 preferred shares equivalent to R$1.09 billion in the Brazilian offering
(equivalent to the difference between R$2.0
billion and the amount of subscription orders placed in the
offering by TmarPart's shareholders, other than Bratel Brasil).
Caravelas will settle the purchase of these shares in cash, subject
to the satisfaction of certain conditions established in the
subscription agreement between Caravelas and Oi.
Oi's common ADSs and preferred ADSs are listed on The New York
Stock Exchange under the symbols OIBR.C and OIBR, respectively. The
ADSs offered in the Offering are expected to be delivered on
Friday, May 2, 2014, in time to
settle trades completed on The New York Stock Exchange on
Tuesday, April 29, 2014.
Oi's common shares and preferred shares are listed on the Sao
Paulo Stock Exchange (BM&FBOVESPA S.A. – Bolsa de Valores,
Mercadorias e Futuros) ("BM&FBOVESPA") under the symbols
OIBR3 and OIBR4, respectively. The shares offered in the Offering
are expected to be delivered on Monday, May
5, 2014, in time to settle trades completed on the
BM&FBOVESPA on Wednesday, April 30,
2014.
Banco BTG Pactual S.A., Bank of America Merrill Lynch Banco
Multiplo S.A., Banco Barclays S.A., Citigroup Global Markets
Brasil, Corretora de Câmbio, Titulos e Valores Mobiliarios S.A.,
Banco de Investimentos Credit Suisse (Brasil) S.A., BES
Investimento do Brasil S.A. – Banco de Investimento, HSBC Bank
Brasil S.A. – Banco Multiplo e BB – Banco de Investimento S.A.,
Banco Bradesco BBI S.A., Banco Caixa Geral – Brasil S.A., Goldman
Sachs do Brasil Banco Multiplo S.A., Banco Itau BBA S.A., Banco
Morgan Stanley S.A. e Banco Santander (Brasil) S.A. are acting as
coordinators of the Brazilian offering; XP Investimentos Corretora
de Câmbio, Titulos e Valores Mobiliarios S.A. e Banco BNP Paribas
Brasil S.A. are acting as co-managers of the Brazilian
Offering.
Banco BTG Pactual S.A.—Cayman Branch, BofA Merrill Lynch,
Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC, Banco
Espirito Santo de Investimento S.A., HSBC Securities (USA) Inc., Banco do Brasil Securities LLC,
Banco Bradesco BBI S.A., Caixa – Banco de Investimento, S.A.,
Goldman, Sachs & Co., Itau BBA USA Securities Inc., Morgan Stanley & Co.
LLC and Santander Investment Securities Inc. are acting as joint
bookrunners in connection with the international offering.
The number of shares initially offered may be increased, at the
option of Banco BTG Pactual S.A. and Banco BTG Pactual S.A. –
Cayman Branch, by up to 15%, or 287,554,298 common shares and
575,108,597 preferred shares, at any time for a period of 30 days
from, and including, April 29, 2014
(the "International Underwriters' Option"), provided that the total
number of shares issued under the International Underwriters'
Option will not yield gross proceeds in excess of R$742,035,333,.77.
Oi will maintain its shareholders and the market informed of any
subsequent events related to the Offering.
Important Information
The Offering is being made pursuant to an effective shelf
registration statement. A prospectus supplement with further
information about the proposed offering has been filed with the
U.S. Securities and Exchange Commission ("SEC"). Before you invest,
you should read the prospectus supplement and other documents Oi
has filed with the SEC for more complete information about the
company and the Offering. When available, you may access these
documents for free by visiting EDGAR on the SEC web site at
www.sec.gov. Alternatively, Oi will arrange to send you the
prospectus after filing if you request it by calling toll-free
1-855-672-2332.
Special Note Regarding Forward-Looking Statements:
This communication contains certain forward-looking statements.
Statements that are not historical facts, including statements
about our beliefs and expectations, business strategies, future
synergies and cost savings, future costs and future liquidity are
forward-looking statements. The words "will," "may," "should,"
"could," "anticipates," "intends," "believes," "estimates,"
"expects," "plans," "targets," "goal" and similar expressions, as
they relate to Oi, are intended to identify forward-looking
statements and are subject to a number of risks and uncertainties.
There is no guarantee that the expected events, tendencies or
expected results will actually occur. Such statements reflect the
current views of management of Oi and are subject to a number of
risks and uncertainties. These statements are based on many
assumptions and factors, including general economic and market
conditions, industry conditions, corporate approvals, operational
factors and other factors. Any changes in such assumptions or
factors could cause actual results to differ materially from
current expectations. All forward-looking statements attributable
to us, or persons acting on our behalf, are expressly qualified in
their entirety by the cautionary statements set forth in this
paragraph. Undue reliance should not be placed on such statements.
Forward-looking statements speak only as of the date they are made.
Except as required under the U.S. federal securities laws and the
rules and regulations of the SEC or of regulatory authorities in
other applicable jurisdictions, we do not have any intention or
obligation to update or to publicly announce the results of any
revisions to any of the forward-looking statements to reflect
actual results, future events or developments, changes in
assumptions or changes in other factors affecting the
forward-looking statements. You are advised, however, to consult
any further disclosures Oi makes on related subjects in reports and
communications Oi files with the SEC.
SOURCE Oi S.A.