Execution of the Purchase and Sale Agreement for the Mobile Assets SPEs
Oi S.A. - In Judicial Reorganization ("Oi" or the "Company") hereby informs its shareholders and the market in general that, in addition to the information disclosed in the Material Facts dated June 15, 2020, September 7, 2020 and December 14, 2020, the Company, Telemar Norte Leste S.A. - In Judicial Reorganization and Oi Móvel S.A. - In Judicial Reorganization executed the Agreement for the Purchase and Sale of Shares and Other Covenants (the "Agreement") with Telefônica Brasil S.A., TIM S.A. and Claro S.A. (the "Buyers") on January 28, 2021, with the purpose of selling the Mobile Assets SPEs (special purpose stock entities) to the Buyers, which were the winners of the competitive procurement process held on December 14, 2020 (the "Transaction"), in accordance with the Amendment to the Judicial Reorganization Plan ratified by the 7th Corporate Court of the Capital of the State of Rio de Janeiro on October 5, 2020 (the "Amendment to the JRP").
The Agreement provides for the payment of the amount of R$ 16.5 billion by the Buyers, of which R$ 756 million refer to transition services to be provided to the Buyers by Oi for up to 12 months, as well as for the execution of a long-term agreement with Oi and some of its subsidiaries for the performance of services of transmission capacity, under "take or pay" modality, the net present value (NPV) of which, calculated for the purposes of and pursuant to the Amendment to the JRP, is R$ 819 million.
The effective completion of the Transaction, with the transfer of the shares related to the Mobile Assets SPEs to the Buyers, is subject to approval by the CADE (Conselho Administrativo de Defesa Econômica, or the Brazilian Administrative Council for Economic Defense) and the prior consent from Anatel (Agência Nacional de Telecomunicações, or the Brazilian National Telecommunications Agency), as well as to compliance with certain precedent conditions that are usual in transactions of this nature, as provided for in the Agreement.
The Company will keep its shareholders and the market informed about the development of the matters covered by this Notice to the Market.
Rio de Janeiro, January 29, 2021.
Oi S.A. - In Judicial Reorganization
Camille Loyo Faria
Chief Financial Officer and Investor Relations Officer
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Oi SA em Recuperação Judicial published this content on 29 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 January 2021 12:05:05 UTC.
Oi SA em Recuperacao Judicial, formerly Oi S.A., is an integrated telecommunications service provider in Brazil. The Company is a switched fixed-line telephony services (STFC) concessionaire. It is engaged in the provision of STFC as a local and intraregional long-distance carrier. Its segments include Residential Services, Personal Mobility, and SMEs/Corporate. It offers a range of integrated telecommunications services that include fixed and mobile, broadband, pay television (TV), data transmission and Internet provider services. The Company's Residential Services segment is focused on the sale of fixed telephony services, including voice services, data communication services (broadband), and pay TV. The Personal Mobility segment is focused on the sale of mobile telephony services to subscription and prepaid customers, and mobile broadband customer. The SMEs/Corporate segment includes corporate solutions offered to its small, medium-sized, and large corporate customers.