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TIM PARTICIPAÇÕES S.A
Publicly held Company
CNPJ/MF nr. 02.558.115/0001-21
NIRE 33 300 276 963

MATERIAL FACT

 

The management of TIM Participações S.A. (“TIM PART” or “Company”) wishes to announce, according to the provisions of CVM Ruling nr. 358/02, to all its shareholders, the market in general, as well as all other interested persons, the following:

In accordance with its commercial strategy of expansion of activities and strengthening of the Company’s infrastructure, its wholly-owned subsidiary TIM Celular S.A., as buyer, executed on this date with Companhia Brasiliana de Energia (“Brasiliana”), as seller, and also with AES Elpa S.A. (“AES Elpa”), as intervening-party, an agreement having as purpose the purchase and sale of all of the quotas of Eletropaulo Telecomunicações Ltda. (“AES EP Telecom”) and the shares issued by AES Communications Rio de Janeiro S.A. (“AES Com Rio”), currently controlled, respectively, by Brasiliana and by AES Elpa (“Brasiliana-TIM Agreement”).

AES EP Telecom and AES Com Rio are providers of infrastructure and solutions to high performance communications, which serve the main municipalities of the metropolitan areas of the States of Rio de Janeiro and São Paulo, encompassing a potential market of approximately 7.5 million homes and more than 500 thousand companies in 21 cities, through an optical fiber network of 5.5 thousand kilometers. 

The enterprise values of the companies, as agreed by the parties, are R$1.128 million for all the of quotas of AES EP Telecom and R$473 million for all the shares of AES Com Rio, to be adjusted by the net debt of both companies on the closing date, date on which the actual acquisition price for the above-mentioned shares and quotas shall be fixed. We expect that this transaction will bring Opex/Capex savings in the amount of R$1 billion for the next 3 years period. The accomplishment of the purchase and sale agreed herein is still subject to corporate and regulatory approvals, and is expected to be concluded in the fourth quarter of this year. Moreover, the transaction shall be timely submitted to the Brazilian antitrust authorities.

The purchase and sale object of Brasiliana-TIM Agreement shall be preceded by a reduction of AES Elpa’s capital stock, with the delivery, to all its shareholders, of 1 (one) share of AES Com Rio to each 1 (one) share issued by AES Elpa, and, therefore, all shareholders of AES Elpa shall become direct shareholders of AES Com Rio. In addition, Brasiliana-TIM Agreement sets forth TIM Celular S.A.’s obligation to, once the transaction is completed, conduct a tender offer for the purchase of AES Com Rio’s shares to be then held by the minority shareholders as a result of the above-mentioned capital reduction, for the same price and under the same conditions agreed with Brasiliana. The proceedings to be adopted by the minority shareholders interested in selling AES Com Rio’s shares shall be duly informed by TIM Celular S.A. after the closing of the purchase and sale transaction object of Brasiliana-TIM Agreement.

Corporate structure

The teleconference in English shall occur today at 12PM (Brasilia time) and the connection shall be made through the numbers: From Brazil +55 11 4688-6361 / From US +1 888 700-0802 / From other countries +1 786 924-6977

For more details, Access the website of Investors’ Relations of TIM Participações: www.tim.com.br/ir

 

Rio de Janeiro, July 8, 2011

 

Claudio Zezza
Chief Financial Officer and Officer of Investors’ Relations