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TIM - Relações com Investidores

TIM PARTICIPAÇÕES S.A
Publicly held Company
CNPJ/MF No. 02.558.115/0001-21
NIRE 33.3.0027696-3

MATERIAL FACT


 
The management of TIM Participações S.A. ("TIM PART" or "Company"), according to the provisions of CVM Ruling No. 358/02 and further to the Company's Material Fact Notice released to the market on July 8, 2011, hereby announces to all its shareholders, the market in general, as well as all other interested persons, the following:

Considering the fulfillment of the conditions precedent provided in the Share and Quota Purchase Agreement executed on July 8, 2011 between TIM Celular S.A. ("TIM Celular"), subsidiary of the Company, and Companhia Brasiliana de Energia ("Brasiliana") ("TIM-Brasiliana Agreement"), the respective parties concluded, on this date, the acquisition, by TIM Celular, of the totality of the quotas issued by Eletropaulo Telecomunicações Ltda. ("AES EP Telecom") and of 98,26% of the shares issued by AES Communication Rio de Janeiro S.A. ("AES Com Rio"), which shall have their corporate denominations modified to TIM Fiber SP Ltda. ("TIM Fiber SP") and TIM Fiber RJ S.A. ("TIM Fiber RJ"), respectively. Within the several conditions precedent abovementioned are included the submission of the transaction to the Brazilian antitrust authorities and its prior approval by the Brazilian National Telecommunication Agency – ANATEL.

The closing of such transaction ratifies the commercial strategy of activities expansion and strengthening of the Company's infrastructure. TIM Fiber SP and TIM Fiber RJ have the best infrastructure in optical fibers to offer high performance communication solutions, attending to the main cities of the metropolitan areas of Rio de Janeiro and São Paulo, encompassing a potential market of 8 million houses and over 550 thousand companies in 21 cities, throughout an optical fiber network of 5.5 thousand kilometers. With this network project it will be possible to interconnect TIM's towers with optical fiber creating a modern mobile phone network and raising the data services, serve corporate clients with more quality and speed, besides making possible the introduction on the housing market with an ultra-broadband offer.

The total amount paid by the quotas of TIM Fiber SP and the shares of TIM Fiber RJ was of R$1,522 million, being R$ 1,074 million for the quotas of TIM Fiber SP and R$ 448 million for 98.26% of the shares of TIM Fiber RJ. As provided in the TIMBrasiliana Agreement, the initial price paid by shares and quotas was calculated taking into consideration the net-financial indebtedness and other adjustments of TIM Fiber SP and TIM Fiber RJ, on this date, which is estimated in R$71 million, according to the TIM-Brasiliana Agreement definition, being the indebtedness still object of examination and confirmation by TIM Celular. The initial price confirmation, in accordance with the TIM-Brasiliana Agreement provisions, shall be concluded within 65 business days counted of this date. The TIM-Brasiliana Agreement also foresees potential indemnification liabilities and their respective minimum and maximum thresholds, as well as contractual guarantees compatible with transactions of this nature and amount.

Finally, we inform that as provided in the TIM-Brasiliana Agreement and within a 30 (thirty) days term counted as from the date hereof, TIM Celular shall disclose to the minority shareholders of TIM Fiber RJ, by means of publications in the official press, the terms and conditions, as well as procedures to be adopted by the minority shareholders interested in participating in the tender offer for the TIM Fiber RJ shares.

 
Rio de Janeiro, October 31, 2011


Rogerio Tostes
Investors Relations Officer
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