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MarketScreener Homepage  >  Equities  >  Bolsa de Valores de Sao Paulo  >  Telefônica Brasil S.A.    VIVT4   BRVIVTACNPR7

TELEFÔNICA BRASIL S.A.

(VIVT4)
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Telefonica Brasil : 08/28/2014 - Material Fact - Adjusted offer representing the total capital stock of GVT

08/28/2014 | 08:43am EST


TELEFÔNICA BRASIL S.A.

Publicly-Held Corporation

CNPJ MF 02.558.157/0001-62 - NIRE 35.3.001.5881-4

M A T E R I A L F A C T

Telefônica Brasil S.A. ("Company"), in compliance with Ruling No. 358 of January 3rd, 2002, of the Brazilian Securities Exchange Commission (Comissão de Valores Mobiliários - CVM), as amended, announces to the market and to the general public that it has been approved, by the Company's Board of Directors, the submission by the Company, together with Telefónica, S.A. ("Telefónica"), of a new offer to Vivendi S.A. ("Vivendi") involving the acquisition of shares of Global Village Telecom S.A. ("GVT"), revised in view of the analysis of additional data and information regarding GVT and the transaction and which substitutes the previous offer. The offer is binding on the part of the proposers, contemplating similar conditions of the previous offer for the acquisition of the shares and, as consideration, a cash portion in the amount of
4,663 million euros and the other part paid in the form of shares issued by the Company representing 12% of its capital stock after the acquisition of GVT. Therefore, the total amount of the offer is 7,450 million euros, considering the same calculation criterion of the previous offer.
The new offer is valid until August 29th, 2014. Such period may be extended by the offerors or in case Vivendi accepts to grant exclusivity to the offerors for three (3) months. Additionally, the implementation of the transaction is subject to obtaining all applicable corporate and regulatory authorizations (including by the Administrative Council for Economic Defense - CADE and by the National Agency for Telecommunications - ANATEL).
Finally, the Company informs that, on this date, Telefónica has announced, in the markets where its shares are traded, material fact regarding the revised offer described herein, the contents of which are reproduced below.
São Paulo, August 28th, 2014. Alberto Manuel Horcajo Aguirre
Investor Relations Officer
Tel: +55 11 3430-3687 Email: ir.br@telefonica.com www.telefonica.com.br/ri

TELEFÔNICA BRASIL S.A.

Publicly-Held Corporation

CNPJ MF 02.558.157/0001-62 - NIRE 35.3.001.5881-4

TELEFÓNICA, S.A. as provided in article 82 of the Spanish Securities Market Act (Ley del
Mercado de Valores), hereby reports the following
SIGNIFICANT EVENT
Following the Significant Event distributed by Telefónica on August 5th, 2014 (registered under number
209614), Telefónica, S.A. and Telefónica Brasil, S.A. (hereinafter, the Offerors) have submitted to Vivendi, S.A. a new binding offer for the combination of Telefónica Brasil, S.A. and Global Village Telecom, S.A. (GVT), replacing the prior offer presented. This new offer includes similar conditions to the previous one, by virtue of which Vivendi, S.A. would receive a consideration in cash of 4,663 million euros and newly issued shares representing 12% of the share capital of Telefónica Brasil, S.A. after its combination with
GVT. This new offer has been submitted following the analysis and evaluation of additional information on
GVT.
Thus, the offer, taking into account the market price of Telefónica Brasil, S.A. on terms comparable to the previous offer, amounts to a total of 7,450 million euros. The cash consideration would be funded through a capital increase at Telefónica Brasil, S.A. in which Telefónica, S.A. would subscribe its proportional share, funded, in turn, through a capital increase.
Additionally, according to this new offer, should Vivendi, S.A. be interested in acquiring a stable stake in Telecom Italia, S.p.A. ("Telecom Italia"), Telefónica, S.A. has offered to Vivendi, S.A. the acquisition of up to 1,110 million ordinary shares of Telecom Italia (currently representing a stake of 8.3% of Telecom Italia voting share capital), in exchange for all the ordinary shares and a number of preferred shares (representing 0.7% of such class of shares), that Vivendi S.A. would receive as a result of the combination between Telefónica Brasil S.A. and GVT. The transfer of the shares would take place at closing of the transaction between Vivendi, S.A. and Telefónica Brasil, S.A.
This new offer will expire on August 29, 2014, unless the Offerors previously decide to extend the offer's validity period, or if Vivendi, S.A. assumes an exclusivity commitment in negotiating with the Offerors, for a period of 3 months.
The closing of the transactions provided for in this new offer is subject to obtaining the relevant regulatory authorizations (including telecommunications and anti-trust) and to the fulfilment of other customary conditions in this type of transactions.
Madrid, August 28, 2014
SPANISH NATIONAL SECURITIES MARKET COMMISSION
- MADRID-

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© Publicnow 2014
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Financials
Sales 2020 42 932 M 8 122 M 8 122 M
Net income 2020 4 852 M 918 M 918 M
Net Debt 2020 6 957 M 1 316 M 1 316 M
P/E ratio 2020 15,9x
Yield 2020 8,38%
Capitalization 75 451 M 14 373 M 14 274 M
EV / Sales 2020 1,92x
EV / Sales 2021 1,91x
Nbr of Employees 32 793
Free-Float 72,6%
Chart TELEFÔNICA BRASIL S.A.
Duration : Period :
Telefônica Brasil S.A. Technical Analysis Chart | VIVT4 | BRVIVTACNPR7 | MarketScreener
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus BUY
Number of Analysts 8
Average target price 60,50 BRL
Last Close Price 44,68 BRL
Spread / Highest target 56,7%
Spread / Average Target 35,4%
Spread / Lowest Target 25,3%
EPS Revisions
Managers and Directors
NameTitle
Christian Mauad Gebara Chief Executive Officer & Director
Eduardo Navarro de Carvalho Chairman
David Melcon Sanchez-Friera Chief Financial & Investor Relations Officer
Francisco Javier de Paz Mancho Director
Luiz Fernando Furlán Director
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