Oi SA: Important fact – Binding offer Fixed operation telecommunications infrastructure sites
Oi SA – Under judicial reorganization
Federal taxpayers (CNPJ/ME) n° 76.535.764/0001-43
Chamber of Commerce (NIRE) No. 33.3.0029520-8
Fixed Operation Telecommunications Infrastructure Sites
Oi SA – Under judicial reorganization (“Oh” or the “Company“), in accordance with paragraph 4 of article 157 of law no. 6,404/76 and the provisions of CVM resolution no. 44/21, hereby informs its shareholders and the market in general that received, on 29 July 2022, a binding authorization, irrevocable and irreversible offer of NK 108 Empreendimentos e Participações SA (“NK-108“), affiliated with Highline do Brasil II Infraestrutura de Telecomunicações SA, to acquire 8,000 (eight thousand) fixed operation telecommunications infrastructure sites, specified in the target offer, together with all its assets, agreements, rights, bonds, licenses and other equipment necessary for its operation (“Infrastructure elements“), in the form of the acquisition of all the shares representing the share capital of a securitization vehicle (“EPS“) for which the share capital that the Company will contribute with the Infrastructure Elements (“Binding offer“).
In accordance with the Binding Offer, under certain conditions, if it wins the competition to be conducted pursuant to Law No. 11.101 of February 9, 2005,1 NK 108 has agreed to enter into the documents which will set out the definitive terms and conditions relating to the acquisition of the Infrastructure Elements (including a sharing agreement whereby the Company will undertake to lease an area in the Infrastructure
1 Brazilian statue on reorganization and bankruptcy.
Items) and to acquire all of the shares representing the share capital of the SPE for a maximum amount of 1,697,000,000.00 BRL (one billion six hundred and ninety-seven million Brazilian reais), variable and adjustable under the terms stipulated in the Binding Offer, including BRL 1,088,000,000.00 (one billion eighty-eight million Brazilian reais) to be received upon closing of the transaction, and up to BRL 609,000,000.00 ( six hundred and nine million Brazilian reais) to be received until 2026, depending on the future quantity of infrastructure elements to be used.
The Binding Offer is part of the implementation of the Strategic Plan for the transformation of the activities of Oi and its subsidiaries and the Amendment to the Judicial Reorganization Plan (the “Modification to the RJ plan“), ratified by the 7th Corporate Court of Rio de Janeiro (the “Court RJ“) on October 5, 2020, as well as meets the requirements set out in the RJ Plan Amendment, as provided for in Article
220.127.116.11 of the Judicial Reorganization Plan (as amended by the Amendment to RJ
The Binding Offer provides that the conclusion of the transaction is subject, among other conditions precedent usual to this type of transaction, to applicable regulatory approvals, in particular ANATEL and CADE.
Oi reiterates its commitment to comply with the strategic plan and focus on its transformation to become the leader in fiber optic connections and digital solutions to improve people’s lives and strengthen business operations across the country.
The Company will keep its shareholders and the market informed of any development regarding the subject matter of this material fact.
Rio de Janeiro, August 1, 2022.
Oi SA – Under judicial reorganization
Cristiane Barretto Sales
Chief Financial Officer and Investor Relations
Special note regarding forward-looking statements:
This material fact contains forward-looking statements as defined in applicable Brazilian regulations. Statements that are not historical facts, including statements of Oi’s beliefs
and expectations, business strategies, future synergies, cost savings, future costs and future liquidity are considered forward-looking statements. The words “will”, “should”, “do”, “should”, “anticipate”, “intend”, “believe”, “estimate”, “expect”, “anticipate”, ” plans”, “target”, “objective” and similar expressions, with respect to the Company or its management, are intended to identify forward-looking statements. There is no guarantee that the expected events, trends or results will actually occur. These statements reflect the current views of Oi’s management and are subject to various risks and uncertainties. These statements are based on several assumptions and factors, including general economic and market conditions, industry conditions, corporate approvals, operating factors and other factors. Any changes to these assumptions or factors could cause actual results to differ materially from current expectations. All forward-looking statements attributable to the Company or its affiliates, or persons acting on their behalf, are expressly qualified in their entirety by the cautionary statements set forth in this paragraph. Undue reliance should not be placed on these statements. Forward-looking statements speak only as of the date they are made. Except as otherwise required by Brazilian securities laws and the rules and regulations of the CVM or applicable regulatory authorities of other countries, the Company and its affiliates have no intention or obligation to update or announce publicly the results of any revisions to any of its forward-looking statements to reflect actual results, future events or developments, changes in assumptions, or changes in other factors affecting the forward-looking statements. However, it is advisable to consult the other information communicated by the Company on the subjects related to the reports and communications filed by the Company within the CVM.
Oi SA em Recuperação Judicial published this content on August 01, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, on Aug 01, 2022 10:24:10 AM UTC.
Public now 2022
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