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Oi S.A. - Material Fact - Clarifications Regarding Press Article

RIO DE JANEIRO, Feb. 10, 2014 /PRNewswire/ -- Oi S.A. ("Oi" or the "Company", BM&FBovespa: OIBR3, OIBR4; NYSE: OIBR and OIBR.C), in compliance with the provisions of art. 157, §4 of Law No. 6,404/76 and in accordance with CVM Instruction No. 358/02, considering the share price movements observed on February 7, 2014 in Oi's shares and recent news articles from the press in connection with the formation of a company that will consolidate the shareholder bases of Oi, Portugal Telecom, SGPS S.A. ("Portugal Telecom") and Telemar Participacoes S.A. ("TmarPart"), as disclosed in the material fact dated October 2, 2013 and subsequent material facts ("Transaction") hereby informs its shareholders and the market in general the following.

As previously disclosed, the Transaction consists of various steps, including a public offering of Oi common and preferred shares (the "Public Offering").

In connection with the Public Offering, the Company will rely on a syndicate of first rate Brazilian and international underwriters who should assume a commitment to  subscribe for an amount of R$6 billion. Additionally, current shareholders of TmarPart and an investment vehicle managed and administered through Banco BTG Pactual S.A., will participate in the Public Offering by placing a subscription order of R$2 billion as previously disclosed in the memorandum of understanding, dated October 1, 2013. 

The actual terms and conditions of the engagement of the underwriting syndicate will be included in the documents related to the Public Offering, which will be presented in due course to the Brazilian Securities Commission (Comissão de Valores Mobiliários).

Oi will keep its shareholders and the market informed of any subsequent material events related to the Transaction.

Rio de Janeiro, February 10, 2014.

Oi S.A.
Bayard de Paoli Gontijo
Investor Relations Officer


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