TIM Group

We are currently controlled by TIM Brasil Serviços e Participações S.A. (“TIM Brasil”), a wholly owned subsidiary of Telecom Italia Finance S.A., which in turn is a wholly owned subsidiary of Telecom Itália S.p.A.

We are a holding company established on May 22, 1998 as a result of the corporate reorganization process involving the spin-off of Telecomunicações Brasileiras S.A. – Telebrás. We were incorporated under the corporate name of Tele Celular Sul Participações S.A. and, on August 30th, 2004, this corporate name was changed to TIM Participações S.A., which was later merged into TIM S.A. (ex-Intelig Telecomunicações Ltda., “Intelig”). We provide telecommunications services throughout the national territory. We started our operations in Brazil in 1998 and consolidated ourselves as a national company in 2002, making us the first mobile operator to have a presence in all states of Brazil.

On March 16th, 2006, the Company acquired the entire share capital of TIM Celular S.A. (“TIM Celular”), wholly owned subsidiary of the Company’s controlling shareholder, TIM Brasil, in order to integrate the operations of the two companies, optimize the financial structure and the management of the group, creating one of the largest mobile communication companies in Brazil in terms of market capitalization and representing an attractive investment for shareholders.

On October 30th, 2009, the Company’s Board of Directors approved the proposal for the corporate restructuring of its subsidiaries, consisting of the merger of TIM Nordeste S.A. into TIM Celular. This merger was approved by ANATEL, through Act No. 7,477, of December 17th, 2009, and by the Extraordinary General Meetings of TIM Nordeste and TIM Celular, on December 31st, 2009.

On April 16th, 2009, the Company approved at the Board of Directors’ meeting the execution of the Merger Agreement between the Company and Holdco Participações Ltda. (“Holdco”) with the intervention of TIM Brasil, JVCO Participações Ltda. (“JVCO”), Docas Investimentos S.A., among others, for purposes of dealing with the acquisition of indirect control of Intelig. This transaction took place through the merger by the Company of Holdco, a company is controlled by JVCO, and when the merger was concluded, the Company became the holder of 100% of Intelig’s share capital.

On December 30th, 2009, the Company’s Extraordinary General Meeting approved the incorporation of Holdco, a company that held 100% (one hundred percent) of Intelig’s share capital, by the Company.

On July 8th, 2011, our wholly owned subsidiary TIM Celular entered into an agreement with Companhia Brasiliana de Energia and AES Elpa S.A. (the AES Group in Brazil) for the purchase of all AES Elpa S.A.’s interests in Eletropaulo Telecomunicações Ltda., and 98.3% of the capital of AES Communications Rio de Janeiro S.A. We completed the acquisition on October 31st, 2011, after all conditions precedent to the agreement have been completed and some regulatory approvals have been obtained. Regarding the acquisition, Eletropaulo Telecomunicações Ltda. changed its corporate name to TIM Fiber SP Ltda., and AES Communications Rio de Janeiro S.A. changed its corporate name to TIM Fiber RJ S.A., and we call this business, which owns and operates an extensive fiber optic network in the metropolitan region of São Paulo and Rio de Janeiro, collectively, TIM Fiber.

According to the reorganization of TIM Fiber, on August 29th, 2012, TIM Fiber RJ and TIM Fiber SP were absorbed by TIM Celular. The purpose of this reorganization was to simplify the organizational structure and improve the administrative, operational and financial efficiency of the companies controlled by the Company.

Additionally, on July 25th, 2017, the Company announced in a Material Fact a corporate reorganization project (“Reorganization”) approved by its Board of Directors regarding the merger of TIM Celular into TIM S.A. (former Intelig). As announced to the market, the purpose of this operation was to capture operational and financial synergies through the implementation of a more efficient process structure, as well as accounting systems and internal controls.

On October 31st, 2018, the Reorganization was concluded. In addition to taking advantage of operational and financial efficiencies, the Reorganization will allow for the unified commercial management of the various services provided by the Company’s subsidiaries and will provide a more efficient and quick response to market needs, through the development of new services and integrated offers, ensuring better positioning strategic and competitiveness, as well as a better experience for its customers when using the services provided. This Reorganization was another step in the ongoing process of optimizing the Company’s operating and financial structure.

On August 31st, 2020, the Board of Directors of TIM Participações S.A. and TIM S.A. approved the merger of TIM Participações S.A.  into TIM S.A., and the latter became a company listed on the special listing segment ‘Novo Mercado’ of B3 SA – Brazil, Bolsa, Balcão (“B3”) and with American Depositary Receipts (“ADRs”) traded on the New York Stock Exchange – New York Stock Exchange (“NYSE”).

Acquisition of AES Atimus, becoming TIM Fiber

On July 8, 2011, TIM entered into an agreement with Companhia Brasiliana de Energia S.A. and AES Elpa SA (AES Group in Brazil) to purchase all shares (100%) in Eletropaulo Telecom Ltda. and 98.3% of AES Communications Rio de Janeiro SA. We completed the acquisition on October 31, 2011, after all conditions precedent to the contract being completed and certain regulatory approvals were obtained. We paid a total amount of R$ 1,521.7 million, R$ 1,074.2 million to Eletropaulo Telecom Ltda. and R$ 447.5 million to AES Communications Rio de Janeiro SA. Following the acquisition, Eletropaulo Telecom Ltda. changed its name to TIM Fiber SP Ltda., and AES Communications Rio de Janeiro SA changed its name to TIM SA Fiber RJ, and we called the two companies, collectively, TIM Fiber.

The interest in AES Atimus was explained by the large capillarity of its fiber optic network, which covered the more urbanized areas of São Paulo and Rio de Janeiro.

Click here to access all documents related to AES Atimus acquisition in July/2011.

Click here to access TIM Fiber Day presentations.

 

Optical Fiber Advantages

Optical fiber provides greater capacity for transmitting information to a communication system. Furthermore, they can transmit data at a much higher speed and with easier installation.

An important reason for the usage of fibers instead of copper cable is to reduce the loss in the transmitted signal power. The signals that are transmitted through fiber experience less attenuation (loss of signal strength) and, therefore, can travel bigger distances. The speed, rate and capacity to transmit information of an optical fiber are greater than any system based on copper cables.

Optical fibers suffer less deterioration than copper cables. Fibers are more secure and significantly reduce maintenance costs, and are immune to electromagnetic radiation. Thus, the signals propagated do not suffer interference from electrical generators, motors, high voltage electric lines, lightning, which are the often causes of noises in transmission lines based on copper cables.

Intelig

On December 30, 2009, the acquisition of Holdco Participações LTDA, holder at the time of 100% of Intelig’s capital, was approved, with Intelig becoming after this transaction a wholly-owned subsidiary of TIM. In exchange, the former controlling shareholder of Holdco, JVCO Participações Ltda, received 5.14% of TIM Part’s common and preferred shares, from a new issuance of shares, in addition to the assumption of a financial debt of approximately US$70 million by TIM.

Profile

Intelig was established in 1999, during Telebrás’ privatization process, as a “mirror” company of Embratel. Intelig started to build its network in 1999, even before it started operating, and managed to set up Brazil’s most modern telecommunications network in two years, a record-breaking time. The Company started its operations with permit to operate the national and international long-distance services (through code 23) and the local telecom and data transmission services.

When it started its operation, in the beginning of 2000, Intelig Telecom brought competition to the national and international long-distance telecom field. By the end of 2000, it began offering its portfolio of solutions to the corporate market. In 2003, Intelig launched the local fixed telephony covering 86% of the Brazilian area codes and 90% of the municipalities. Two years later, Intelig launched InteligWeb, a free internet provider.

TIM and Intelig Synergies

Intelig’s acquisition brought material advantages to TIM, through significant synergies generated with the Intelig network. Intelig’s complementary infrastructure to TIM’s network, such as its metropolitan optical fiber network and its large backbone, allowed TIM to accelerate the development of its 3G, and later 4G, network and generate significant OPEX savings.

Related Files:

Minutes of the Board of Directors Meeting 12.14.09
Valuation Reports
Material Fact Notice 12.14.09
Financial Statements
Call Notice – Extraordinary Shareholders Meeting
Shareholders Agreement*
Minutes of the Extraordinary General Meeting
Protocol and Justification for the Merger
Material Fact Notice 12.30.09

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