MATERIAL FACT NOTICE
The management of TIM Participações S.A. ("TIM PART"), pursuant to the provisions of Paragraph 4 of article 157 of the Federal Law No. 6.404/76, as amended ("Brazilian Corporations Law") and CVM Ruling No. 358/02, hereby informs to its shareholders, the public in general and other interested parties that:
Pursuant to the Material Fact Notice dated April 16, 2009, on that date TIM PART, its controlling shareholder TIM Brasil Serviços e Participações S.A. ("TIM Brasil") and JVCO Participações Ltda. ("JVCO"), having Docas Investimentos S.A. ("Docas") as intervening party, executed a Merger Agreement (the "Merger Agreement") for the purpose of establishing the conditions for the acquisition of the control of Intelig Telecomunicações Ltda. ("Intelig"), a telecommunications company operating in the local, national and international long distance calls and data transmission businesses, by means of the merger of Holdco Participações Ltda. ("HOLDCO") into TIM PART, being HOLDCO a company controlled by JVCO. Upon the closing of the merger, TIM PART shall hold 100% (one hundred percent) of the capital stock of Intelig.
On this date, TIM PART and Docas executed amendments to the Merger Agreement and shareholders' agreement dated April 16, 2009, by means of an Amendment and Restated Merger Agreement ("Amended Merger Agreement"), as ratified by a resolution of the Board of Directors of TIM PART. Said amendments have the purpose of adapting certain conditions originally set forth in the Merger Agreement, maintaining the expected timeframe for having a closing by the end of this year.
The Amended Merger Agreement and the other agreements executed on this date between TIM PART and Docas maintain the same acquisition structure through a merger, as set forth in the Material Fact Notice dated April 16, 2009, without modifications to the enterprise value, admitting, however, that a portion of the financial debt of Intelig remaining from the financing restructuring process shall be assumed by TIM PART upon the merger, in an approximate amount of US$70 million.
These adjustments shall imply in the modification of the exchange ratio of TIM PART's shares to be issued to JVCO as a result of the merger, from up to 6,15% (six point fifteen percent) of the total common shares and up to 6,15% (six point fifteen percent) of the total preferred shares to up to 5,14% (five point fourteen percent) of the total common shares and up to 5,14% (five point fourteen percent) of the total preferred shares issued by TIM PART. Such exchange ratio is subject to confirmation by an economic appraisal to be prepared by an independent financial institution.
Additionally, the Amended Merger Agreement sets forth that the transaction shall be closed upon the satisfaction of certain conditions precedent, whose implementation shall be announced to the market as soon as they are fully verified by TIM PART and Docas.
Rio de Janeiro (RJ), November 30, 2009.
TIM PARTICIPAÇÕES S.A.
Investors Relations Officer