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TELEFÔNICA BRASIL S.A.

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Telefonica Brasil SA : 03/15/2012 - Notice of Material Fact - Telefonica Brasil - Corporate Restructure Proposal

03/15/2012 | 05:49pm EDT

TELEFÔNICA BRASIL S.A.

Publicly?held Company

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

NOTIC E OF MATERI AL FACT

Telefônica Brasil S.A. ("Company") in compliance with and for the purposes of CVM Instructions Ns.
319/99 and 358/02, as amended, announces that, based on the Law 12,485/11, on March 15, 2012 the Board of Directors of the Company approved the terms and conditions of a corporate restructure proposal involving the Company's wholly?owned subsidiaries in order to rationalize the rendering of the services developed by these subsidiaries and the concentration of services provision of telecommunications into a only one company ("Corporate Restructure") under the following conditions:

1. Background:

On September 12, 2011 was enacted the Law 12,485 whose provisions allowed the public utility operators of Fixed Switched Telephone Service (Serviço Telefônico Fixo Comutado - "STFC"), the rendering of other telecommunications services beyond those object of the respective concession contract and of Multimedia Networks and Services (Serviço de Comunicação Multimídia - "SCM") in its respective concession areas.
Currently, the Company is holding 100% or the majority of the social capital of several companies, provider of SCM (contemplating the various forms of data transmission services), of Personal Mobile Services ("SMP"), Multichannel Multipoint Distribution Service ("MMDS"), Cable TV Service ("CaTV") and Direct to Home ("DTH").

2. Corporate Restructure: structure and purpose.

The Corporate Restructure will be implemented by a process of partial split?off and merger, involving only the wholly?owned subsidiaries of the Company A.Telecom S.A., Telefonica Data S.A., Telefonica Sistema de Televisão S.A., and Vivo S.A., so that at the end of the process, the economic activities that are not telecommunications services, including the Value Added Services as defined in article 61 of the General Telecommunications Law provided by several wholly?owned subsidiaries will be concentrated at Telefonica Data S.A. (which will remain existing) and other telecommunications services will be unified in the Company, to this end and as the final step of the Corporate Restructure, it will incorporate the companies.
In addition to the rationalization of the rendering of the services, the Corporate Restructure (now feasible because of the changes in regulatory standards applicable to public utility operators of STFC), aims to simplify the current organizational structure of the Company, as well as assist the integration of the business and generation of synergies arising from this.
TELEFÔNICA BRASIL S.A.

Publicly?held Company

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

3. Additional Information

Considering that in the implementation of the Corporate Reorganization, all the companies involved will be wholly?owned subsidiaries of the Company, the foreseen mergers and split?off will not affect its corporate structure, will not result in a capital increase and issuance of new shares of the Company, and will not result in the withdrawal right of its shareholders, pursuant to Article 137 of Law #6,404/76, as amended. Also, we shall not talk about dissent and the exercise of the withdrawal right of the minority shareholders of the companies, given that the sole shareholder of these is (or will be, at the time of the merger), the Company itself.
This Corporate Restructure can only be implemented after the prior consent of National
Telecommunications Agency ? ANATEL .
The Company informs that when granted the prior consent by ANATEL, it will exercise its call option of all the common shares of the companies Lemontree Participações S.A. and GTR?T Participações e Empreendimentos S.A., under the terms of the Relevant Fact of October 21, 2011, allowing the incorporation of the companies CaTV and TVA Sul Paraná, Lemontree Participações S.A. and GTR?T Participações.
A supplementary Relevant Fact, containing more details regarding the terms and conditions of the Corporate Restructure, should it be implemented, will be published at the opportune time, as well as its respective call notice of the extraordinary general meeting of the Company.
São Paulo, March 15th, 2012. Gilmar Roberto Pereira Camurra
Investor Relations Officer Telefônica Brasil - Investor Relations Tel: +55 11 7420 1172
Email: ri.telefonicabr@telefonica.com.br www.telefonica.com.br

This press release was issued by Telefônica Brasil SA and was initially posted at http://www.telefonica.net.br. It was distributed, unedited and unaltered, by noodls on 2012-03-15 23:44:34 PM. The issuer is solely responsible for the accuracy of the information contained therein.


© Publicnow 2012
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Managers and Directors
Christian Mauad Gebara Chief Executive Officer & Director
David Melcon Sanchez-Friera Chief Financial & Investor Relations Officer
Eduardo Navarro de Carvalho Chairman
Francisco Javier de Paz Mancho Director
Luiz Fernando Furlán Director
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