RIO DE JANEIRO, Sept. 17, 2014 /PRNewswire/ -- Oi S.A.
("Oi" or the "Company," Bovespa: OIBR3, OIBR4; NYSE: OIBR and
OIBR.C), pursuant to art. 157, §4º of Law No. 6,404/76 and CVM
Instruction No. 358/02, informs its shareholders and the market in
general that:
The Board of Directors of Oi resolved, in a meeting that took
place on this date, to authorize the management of Oi to take the
necessary measures for the sale of Oi's holdings in Africatel
Holdings B.V. ("Africatel"), representing 75% of the capital stock
of Africatel, and/or its assets.
Oi will lead the sale process even though Oi believes that it is
in the interest of both shareholders of Africatel to maximize the
value of their investments that such sale is executed in a
coordinated manner with Samba Luxco S.a.r.l ("Samba Luxco"), an
affiliate of Helios Investors L.P., which holds the remaining 25%
of the capital stock of Africatel. Oi is also committed to work
with its local partners in each of the operating companies in which
Africatel has invested to ensure a coordinated transition of
ownership.
Notwithstanding the foregoing, Oi's indirect subsidiary
Africatel GmbH, which directly holds its investment in Africatel,
received a letter from Samba Luxco today, in which Samba Luxco
purported to exercise its put option to sell its shares in
Africatel pursuant to the shareholders' agreement among the
shareholders of Africatel. According to this notice, the put
option was triggered by the indirect transfer of Africatel shares,
previously held by Portugal Telecom SGPS S.A. ("PT SGPS"), to the
Company as part of the capital increase the Company concluded in
May.
As the Company has previously disclosed in the risk factors set
forth in the offering documents related to its capital increase,
the Company believes that no act or fact has occurred that, under
the terms of the Africatel shareholders' agreement, would give rise
to the exercise of this put option. Accordingly, and
notwithstanding the high value that the Company places on
maintaining a relationship of mutual respect with Samba Luxco,
Africatel GmbH intends to dispute the availability of the put
option by Samba Luxco under the existing circumstances, which, in
accordance with the Africatel shareholders' agreement, could lead
to the commencement of arbitration to resolve the matter.
Oi intends to focus its efforts on the sale of Africatel and/or
its assets and believes that the successful achievement of this
goal will make any such arbitration unnecessary.
The Company will keep its shareholders and the market in general
informed of any relevant subsequent events related to the topics
discussed in this Material Fact.
Oi S.A.
Bayard De Paoli Gontijo
Chief Financial Officer and Investor Relations Officer
Special Note Regarding Forward-Looking Statements:
This communication contains certain forward-looking statements.
Statements that are not historical facts, including statements
regarding the beliefs and expectations of Oi, 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 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 Oi or its affiliates, or persons acting on their 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, Oi and
its affiliates 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 make on related subjects in
reports and communications Oi files with the SEC.
SOURCE Oi S.A.
