Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
Investor Relations | |
+55 (61) 3415-1140 | |
ri@brasiltelecom.com.br | |
Media Relations | |
+55 (61) 3415-1822 | |
diretoriadecomunicacao@brasiltelecom.com.br |
BRASIL TELECOM S.A. | BRASIL TELECOM PARTICIPAÇÕES S.A. |
Publicly Held Company | Publicly Held Company |
Corporate Taxpayer Registration 76.535.764/0001-43 | Corporate Taxpayer Registration 02.570.688/0001-70 |
Board of Trade 53 3 0000622-9 | Board of Trade 53 3 0000581-8 |
MATERIAL FACT
Brasil Telecom Participações S.A. (NYSE: BRP; BOVESPA: BRTP3/BRTP4) and Brasil Telecom S.A. (NYSE: BTM; BOVESPA: BRTO3/BRTO4) (the Companies), pursuant to article 12, paragraph 1 of CVM Instruction 358, hereby announce to the market the results of the auctions under the Voluntary Tender Offer for the Companies preferred shares by transcribing the Material Fact filed by Tele Norte Leste Participações S.A., Telemar Norte Leste S.A. and Coari Participações S.A. on this date at the São Paulo Stock Exchange and the CVMs IPE system.
TELE NORTE LESTE PARTICIPAÇÕES S.A.
Corporate Taxpayer Registration 02.558.134/0001-58
Publicly Held Company
TELEMAR NORTE LESTE S.A. | COARI PARTICIPAÇÕES S.A. | |
Corporate Taxpayer Registration | Corporate Taxpayer Registration | |
33.000.118/0001-79 | 04.030.087/0001-09 | |
Publicly Held Company | Publicly Held Company |
MATERIAL FACT
Tele Norte Leste Participações S.A. (TNLP), Telemar Norte Leste S.A. (Telemar) and Coari Participações S.A. (jointly with TNLP and Telemar, Companies), pursuant to CVM Instruction 358/02, hereby inform the market that, at the Voluntary Tender Offers for the preferred shares of Brasil Telecom S.A. (BrTO) and Brasil Telecom Participações S.A. (BrTP), held on this date through the electronic trading system of the São Paulo Stock Exchange (Bolsa de Valores de São Paulo S.A. BVSP), the Companies subsidiaries, Copart 1 Participações S.A. (Copart 1) and Copart 2 Participações S.A. (Copart 2), acquired, respectively, 20,826,442 preferred shares of BrTP and 13,366,365 preferred shares of BrTO, representing approximately 9.06% and 7.56%, respectively, of BrTPs and BrTOs outstanding preferred shares. BrTO preferred shares were priced at R$ 23.42 each, while BrTP preferred shares were priced at R$30.47 each.
As a result of the acquisitions made as part of the Voluntary Tender Offers, Telemar indirectly holds 58,956,565 BrTO preferred shares and 76,645,842 BrTP preferred shares, representing 18.9% of the preferred shares and 10.5% of the capital stock of BrTO, and 33.3% of the preferred shares and 21.1% of the capital stock of BrTP, respectively. The amount paid for BrTO preferred shares totaled R$313,040,268.30 and the amount paid for BrTP preferred shares totaled R$634,581,687.74.
The Companies hereby inform the market that the number of BrTP preferred shares and BrTO preferred shares offered at the auctions was 130,220,890 and 73,477,445, respectively. Considering that (1) BrTP preferred shares surpassed 20,826,442, the maximum number of shares that Copart 1 pledged to acquire, a proportional division was applied at the BrTP auction, and (2) BrTO preferred shares surpassed 13,366,365, the maximum number of shares that Copart 2 pledged to acquire, a proportional division was applied at the BrTO auction. The chart below shows the division:
Ticker | Maximum number of shares to be acquired |
Maximum number of shares offered |
Proportional Division |
BRTP4L | 20,826,442 | 130,220,890 | 0.159932 |
BRTO4L | 13,366,365 | 73,477,445 | 0.181911 |
The Companies also inform the market that (1) the number of BrTP ADSs offered by ADS holders at the BrTP auction was 15,755,054 (representing 78,775,270 BrTP preferred shares) and the number of ADSs effectively acquired by Copart 1 came to approximately 2,519,737, and (2) the number of Brasil Telecom ADSs (NYSE: BTM) offered by ADS holders at the BrTO auction was close to 7,659,459 (representing 22,978,377 BrTO preferred shares) and the number of shares effectively acquired by Copart 2 was approximately 1,393,339.
Rio de Janeiro, July 22, 2008.
Tele Norte Leste Participações S.A.
Telemar Norte Leste S.A.
Coari Participações S.A.
José Luís Magalhães Salazar
Investor Relations Officer
Brasília, DF, July 22, 2008.
Paulo Narcélio Simões Amaral
Investor Relations Officer
Brasil Telecom Participações S.A.
Brasil Telecom S.A.
BRASIL TELECOM PARTICIPAÇÕES S.A. |
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By: |
/S/ Paulo Narcélio Simões Amaral
|
|
Name: Paulo Narcélio Simões Amaral
Title: Chief Financial Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.