The management of TIM Participações S.A. ("Company")
comes before the public, in compliance with the provisions of the 4th paragraph of the 157 article of Law No. 6,404/76, as amended ("Brazilian Corporations Law")
and CVM Ruling No. 319/99, CVM Ruling No. 358/02, and as a complement to the Material Fact notices published on April 16th 2009 and November 30th 2009, to inform its shareholders, the market in general and other interested parties, the following:
1. Operation Intended.
As ratified by the Company's Board of Directors Meeting held on December 14th 2009, the officers of the Company signed the "Protocol and Justification of the Merger of Holdco Participações Ltda. into TIM Participações S.A."("Protocol and Justification")
which addresses the merger by the Company into Holdco Participações Ltda. ("HOLDCO")
, a company controlled by JVCO Participações Ltda. ("JVCO")
and which on the date hereof holds 100% (one hundred per cent) of the capital stock of Intelig Telecomunicações Ltda. ("Intelig")
. Upon completion of the aforesaid merger of HOLDCO by the Company, Intelig will then be controlled by the Company, as set forth in the 2nd Amendment and Consolidation to the Merger Agreement entered into as of November 30th 2009 between, on one side, the Company and its controlling shareholder, TIM Brasil Serviços e Participações S.A. ("TIM Brazil")
and JVCO on the other side.
2. Ownership Structure.
The Company is a holding company that controls TIM Celular S.A. and TIM Nordeste S.A. and which, upon completion of the merger, will also be the controller of Intelig, which company is the holder of certain authorizations to provide fixed telecommunications services under a private regime, with operations throughout the entire Brazilian territory, providing predominantly services for local calls, domestic and international long distance calls and data transmission. HOLDCO is the sole quotaholder of Intelig, who holds authorizations granted by the National Telecommunications Agency ("ANATEL")
to provide Switched Wireline Telephone Service – "STFC" for domestic and international long distance calls, both within Region IV of the General Plan of Grants, and also in the local category of STFC within Regions I, II and III of the PGO, along with a Service of Multimedia Communication.
3. Reasons and Benefits of the Operation.
The merger described in this Material Fact notice has strategic-operational importance for the Company, with the main objective to strength and complement the offer, besides to optimize the available resources through synergy gains between their operations, as they have complementary networks. Intelig has a sound metropolitan network of optical fibers in the largest cities in the country, plus its own extensive long-distance network infra-structure (Backbone). This combination of own infrastructure will strengthen the Company's positioning in the market, specially in the corporate segment and data transmission offer, and will also result in leased lines cost savings and speed up the 3G network roll-out.
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