お知らせ • Apr 21
TIM S.A. (BOVESPA:TIMS3), Telefônica Brasil S.A. (BOVESPA:VIVT3) and Claro S.A. completed the acquisition of Mobile Assets UPI from Oi S.A. (BOVESPA:OIBR4) for BRL 14.47 billion.
TIM S.A. (BOVESPA:TIMS3), Telefônica Brasil S.A. (BOVESPA:VIVT3) and Claro S.A. signed a binding offer to acquire Mobile Assets UPI from Oi S.A. (BOVESPA:OIBR4) for BRL 16.5 billion on September 7, 2020. On January 28, 2021, TIM S.A. Telefônica Brasil S.A. and Claro S.A. signed contract to acquire Mobile Assets UPI from Oi S.A. for BRL 16.5 billion. TIM, Telefônica Brasil and Claro were declared as stalking horse bidder for the transaction. As of December 14, 2020, the bid of TIM, Telefônica Brasil and Claro was declared the winner of the competitive process for purchase of the mobile business assets - Personal Mobile Service of the Oi Group in the auction held. Under the terms, BRL 756 million out of BRL 16.5 billion will be paid by Oi to TIM, Telefônica Brasil and Claro for the transition service up to 12 months; besides the compensation for the take-or-pay data transmission capacity agreement, of which the current net present value (NPV) corresponds to BRL 819 million. Telefônica shall disburse an amount corresponding to 33% of the base price and of the transitional services, equivalent to approximately BRL 5.5 billion. The company intends to use its own resources to finance the transaction. TIM will disburse 44% of the values of base price and transition services, totaling approximately BRL 7.3 billion. TIM believes it is possible to finance the acquisition through the local debt market and its cash generation. However, should there be material changes in market conditions, the company will reassess its options.
The transaction is subject to customary conditions including approvals of National Telecommunications Agency (ANATEL) and Administrative Council for Economic Defense (CADE). The transaction was approved by creditors of Oi S.A. As of October 5, 2020, the court of Rio de Janeiro has approved the transaction. As of December 14, 2020, the Judicial Recovery Court approved the purchasers’ offer as winner of the bid, after favorable opinion from the Public Prosecution of the State of Rio de Janeiro and the Judicial Administrator. TIM S.A. will be allocated 14.5 million customers in the deal. In May 2021, the Administrative Council of Economic Defense (Cade) authorized Idec to accompany the process. As of August 12, 2021, Brazil's Consumer Protection Institute (Idec) requested approval from National Telecommunications Agency (Anatel) to participate as an interested third party in the analysis of the acquisition of Oi Movel by TIM, Claro and Vivo. As of October 27, 2021, the superintendent of Brazilian antitrust body Cade has requested more time for the analysis of the acquisition. The current deadline stands at November 18, 2021, but an approved extension could see this pushed back to February 2022. The transaction is expected to be completed during the year of 2021. As of November 3, 2021, the superintendent of Brazil's Administrative Council of Economic Defense (Cade) has recommended the approval of the acquisition of the Oi Movel mobile assets of telecommunications company Oi by competitors Claro, TIM and Telefonica Brasil (owner of Vivo), with restrictions and the current deadline for a decision is set for February 2022. CADE, Brazil's competition agency introduce conditions, to facilitate the possibility for other competitors to enter the Brazilian market. The resolution to be confirmed by the CADE council, something for which it has an initial deadline until the end of November. As of February 9, 2022 the superintendent of Brazil's Administrative Council of Economic Defense (Cade) approved the transaction of the sale of Isolated Production Units, or “UPI”, Mobile Assets by the Company and Oi Móvel S.A – In Judicial Reorganization for the companies Claro S.A., Telefônica Brasil S.A. and Tim S.A., subject to the execution and fulfillment of the Merger Control Agreement. TIM set to receive 54% stake of Mobile Assets UPI. As of February 21, 2022, TelComp, the Brazilian association of telecommunication services providers, has filed embargoes with antitrust body Cade over the ACC control of concentration agreement and argues that the companies should have reached an agreement over asset sales before the operation was confirmed. As on April 13, 2022, the transaction is expected to complete on April 20, 2022.
BofA Securities Europe SA acted as financial advisor to Oi. Alberto Bragança, Leonardo Maniglia Duarte and Paulo Campana of Veirano Advogados acted as legal advisors to Claro S.A. Sergio Savi of Barbosa, Müssnich & Aragão Advogados acted as legal advisor to Oi S.A. Marcelo Moura and Giuliano Colombo of Pinheiro Neto Advogados acted as the legal advisor to TIM S.A., Adriana Pallis Romano, Bruna Marrara Martinez, Fernando Tonanni ,Marcos Paulo Veríssimo, Renata Oliveira of Machado, Meyer, Sendacz e Opice acted as legal advisors to Telefônica Brasil S.A. Luis Acuña Alonso and Pablo Gónzalez-Espejo of Uría Menéndez Abogados, S.L.P. acted as the legal advisor to Telefônica Brasil S.A. Morgan Stanley is acted as financial advisor to America Movil in the transaction. Bank of America Merrill is acting as financial advisor to Oi. Claudia Parzani, Pietro Belloni and Lucio D'Amario of Linklaters LLP acted as legal advisors for in-house team of TIM S.A. In-house team of TIM S.A includes Agostino Nuzzolo, Riccardo Pettazzi and Carla Forcina. N M Rothschild & Sons Limited acted as financial advisor to TIM. Lazard Ltd acted as financial advisor to Oi S.A.
TIM S.A. (BOVESPA:TIMS3), Telefônica Brasil S.A. (BOVESPA:VIVT3) and Claro S.A. completed the acquisition of Mobile Assets UPI from Oi S.A. (BOVESPA:OIBR4) for BRL 14.47 billion on April 20, 2022.