Oi Releases Material Fact - Towers' Right of Use

Jul 15, 2013, 10:39 ET from Oi S.A.

RIO DE JANEIRO, July 15, 2013 /PRNewswire/ -- Oi S.A. ("Oi" or the "Company"), in compliance with article 157, paragraph 4, of Law No. 6,404/76, and in accordance with CVM Instruction No. 358/02, hereby notifies its shareholders and the market in general that, on July 12, 2013, together with its subsidiary Telemar Norte Leste S.A. ("Telemar" and, in conjunction with Oi, the "Assignors"), it entered into a contract with SBA Torres Brasil Ltda. (the "Assignee"), through which it agreed to assign the right of commercial exploitation and use of 2,113 telecommunications towers and the respective areas where they are located (the "Areas") in return for the total amount of R$686,725,000.00, on the closing date (the "Closing"), subject to certain contractual adjustments, without the transfer, directly or indirectly, of ownership of the such telecommunications towers and Areas (the "Transaction").

The Transaction will bring as direct benefits to the Company the optimization of resources and transference of operations and maintenance costs of the assets to the Assignee, while ensuring the  continuity of services provided in connection with the Fixed-Line Telephony Service (STFC) concession, to the extent that the transaction also includes the leasing of space in such telecommunications towers and Areas by the Assignee for the benefit of the Assignors and their subsidiaries, directly or indirectly, through long-term contracts.

The Closing of the Transaction is subject to the fulfillment of conditions precedent provided for by contract relating to the approval of the transaction by the Brazilian telecommunications regulator (Agencia Nacional de Telecomunicacoes - Anatel), within the terms and conditions of applicable laws.

Oi will maintain its shareholders and the market informed of the completion of the Transaction, as well as any other events that may impact its terms and conditions.

Rio de Janeiro, July 15, 2013.
Bayard de Paoli Gontijo
Investor Relations Officer

Oi S.A.
Corporate Taxpayers' Registry (CNPJ/MF) No.76.535.764/0001-43
Board of Trade (NIRE) No. 33.3.0029520-8
Publicly-held Company