Brasil Telecom SA : Form F-4

51,497,927 Common Shares, including Common Shares in the form of American Depositary Shares

268,220,438 Preferred Shares, including Preferred Shares in the form of American Depositary Shares

Brasil Telecom S.A., or Brasil Telecom, and its indirect controlling shareholder Tele Norte Leste Participações S.A., or  TNL, have proposed a merger (incorporação) under Brazilian law of TNL with and into Brasil Telecom. Brasil Telecom  provides a range of integrated telecommunications services in Region II of Brazil (which consists of the Federal District of  Brazil and nine states of Brazil located in the western, central and southern regions of Brazil). TNL is a holding company,  which (1) controls Telemar Norte Leste S.A., or Telemar, which provides a range of integrated telecommunications services  in Region I of Brazil (which consists of 16 states of Brazil located in the northeastern and part of the northern and  southeastern regions of Brazil), and (2) indirectly controls 49.3% of the total outstanding share capital of Brasil Telecom,  including 79.6% of its outstanding voting share capital.

If the merger is approved:

• direct holders of common shares of TNL will automatically receive, without any further action by those holders,  2.3122 common shares, no par value, of Brasil Telecom for each common share they hold plus cash in lieu of any  fractional Brasil Telecom common share;

• direct holders of preferred shares of TNL will automatically receive, without any further action by those holders,  0.1879 common shares and 1.9262 preferred shares, no par value, of Brasil Telecom for each TNL preferred share  they hold plus cash in lieu of any fractional Brasil Telecom common share or preferred share; and

• holders of American Depositary Shares, or ADSs, of TNL (each representing one preferred share of TNL), or TNL  ADSs, will receive, subject to the procedures described herein, 0.1879 ADSs of Brasil Telecom (each representing  one common share of Brasil Telecom), or Brasil Telecom Common ADSs, and 0.6420 ADSs of Brasil Telecom  (each representing three preferred shares of Brasil Telecom), or Brasil Telecom Preferred ADSs, for each TNL ADS  they hold, plus cash in lieu of any fractional Brasil Telecom Common ADS or Brasil Telecom Preferred ADS.

Approval of the merger will require (1) the affirmative vote of holders representing a majority of the total number of  outstanding common shares of TNL, and (2) the affirmative vote of holders representing a majority of the total number of  outstanding common shares of Brasil Telecom, at duly convened extraordinary general shareholders' meetings.

The extraordinary general shareholders' meetings of TNL and Brasil Telecom to vote on the merger are scheduled to occur  on February 27, 2012. Telemar Participações S.A., or TmarPart, the direct controlling shareholder of TNL and the  indirect controlling shareholder of Brasil Telecom, has all of the voting power necessary to approve the merger without  the support of any other holders of common shares of TNL or Brasil Telecom. TmarPart has informed TNL and Brasil  Telecom that it intends to cause all common shares held by its subsidiaries to be voted in favor of the merger.

Neither TNL nor Brasil Telecom is asking you for a proxy and you are requested not to send TNL or Brasil  Telecom a proxy.

The common shares and preferred shares of Brasil Telecom are listed on the Brazilian Securities, Commodities and Futures  Exchange (BM&FBOVESPA S.A.-Bolsa de Valores Mercadorias e Futuros), which we refer to as the BM&FBOVESPA, under  the trading symbols "BRTO3" and "BRTO4," respectively. The Brasil Telecom Common ADSs and the Brasil Telecom Preferred  ADSs are listed on the New York Stock Exchange, or the NYSE, under the trading symbols "BTM.C" and "BTM," respectively.  Upon the completion of the merger we intend to change our name from Brasil Telecom S.A. to Oi S.A., to change the trading  symbols for the common shares and preferred shares of Brasil Telecom to "OIBR3" and "OIBR4," respectively, and to change the  trading symbols for the ADSs representing our common shares and preferred shares to "OIBR.C" and "OIBR," respectively. We  will apply to list the Brasil Telecom Common ADSs and Brasil Telecom Preferred ADSs to be received by holders of TNL ADSs  on the NYSE and following the completion of the merger, the Brasil Telecom Common ADSs and Brasil Telecom Preferred ADSs  are expected to trade under the symbols "OIBR.C" and "OIBR," respectively.

This prospectus has been prepared for holders of common shares and preferred shares of TNL residing in the United  States and for holders of TNL ADSs to provide information about the merger and the securities to be offered pursuant thereto.

You should read this prospectus carefully. In particular, please read the section  entitled "Risk Factors" beginning on page 42 for a discussion of risks that you should  consider in evaluating the transaction described in this prospectus.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved  or disapproved of the securities to be issued in connection with the merger or determined if this prospectus is truthful  or complete. Any representation to the contrary is a criminal offense. This document does not constitute an offer to sell  or a solicitation of an offer to buy any securities in any jurisdiction where such an offer or solicitation would be illegal.

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