RIO DE JANEIRO, Oct. 20, 2014 /PRNewswire/ -- Oi S.A.
("Oi," Bovespa: OIBR3, OIBR4; NYSE: OIBR and OIBR.C) and Telemar
Participacoes S.A. ("TmarPart" and, together with Oi, the
"Companies") clarify to their shareholders and the market in
general that the announcement of a possible liquidation of the
assets of Rio Forte Investments S.A. ("Rio
Forte") as a result of the rejection of the request for
controlled management for Rio Forte,
which occurred on October 17, shall
have no impact on the development of the business combination and
the merging of the shareholder bases of Oi, Portugal Telecom SGPS
S.A. and TmarPart (the "Transaction").
As already disclosed in the Material Fact and in the Notice to
the Market of September 8 and
October 13, respectively, the
Companies reiterate that they are fully committed to migrating the
shares of TmarPart to the Novo Mercado segment of the Sao
Paulo Stock Exchange (BM&FBOVESPA S.A. – Bolsa de Valores,
Mercadorias e Futuros), which is expected to occur upon the
completion of the merger of shares of Oi and TmarPart. The
Companies also reiterate that they are working to have the merger
of shares approved within the first quarter of 2015.
The Companies will keep their shareholders and the market
informed of any material subsequent events related to the
Transaction.
Oi S.A.
Bayard De Paoli Gontijo
Chief Executive Officer, Chief Financial Officer and Investor
Relations Officer
Telemar Participacoes S.A.
Fernando Magalhaes Portella
Chief Executive Officer and Investor Relations Officer
Additional Information and Where to Find It:
This communication is not an offering document and does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval in any
jurisdiction in which distribution of an offering document or such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of that
jurisdiction.
This communication contains information with respect to the
proposed merger of shares (incorporacao de acoes) between
TmarPart and Oi.
In connection with the proposed merger of shares between
TmarPart and Oi, TmarPart plans to file with the SEC (1) a
registration statement on Form F-4, containing a prospectus which
will be mailed to shareholders of Oi (other than non-U.S. persons
as defined in applicable rules of the SEC), and (2) other documents
regarding the proposed merger of shares.
We urge investors and security holders to carefully read the
relevant prospectus and other relevant materials when they become
available as they will contain important information about the
proposed merger of shares.
Investors and security holders will be able to obtain the
documents filed with the SEC regarding the proposed mergers, when
available, free of charge on the Commission's website at
www.sec.gov or from TmarPart or Oi.
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 TmarPart or 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 TmarPart or 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 TmarPart or 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 TmarPart or Oi or their 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 TmarPart, Oi and their 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 TmarPart or Oi make on related
subjects in reports and communications TmarPart or Oi file with the
SEC.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/oi-sa-notice-to-the-market-660288653.html
SOURCE Oi S.A.
