51,497,927 Common Shares, including Common Shares in
the form of American Depositary Shares
268,220,438 Preferred Shares, including Preferred
Shares in the form of American Depositary Shares
Brasil Telecom S.A., or Brasil Telecom, and its
indirect controlling shareholder Tele Norte Leste
Participações S.A., or TNL, have proposed a merger
(incorporação) under Brazilian law of TNL with and into
Brasil Telecom. Brasil Telecom provides a range of
integrated telecommunications services in Region II of Brazil
(which consists of the Federal District of Brazil and
nine states of Brazil located in the western, central and
southern regions of Brazil). TNL is a holding company,
which (1) controls Telemar Norte Leste S.A., or Telemar,
which provides a range of integrated telecommunications
services in Region I of Brazil (which consists of 16
states of Brazil located in the northeastern and part of the
northern and southeastern regions of Brazil), and (2)
indirectly controls 49.3% of the total outstanding share
capital of Brasil Telecom, including 79.6% of its
outstanding voting share capital.
If the merger is approved:
- direct holders of common shares of TNL will
automatically receive, without any further action by those
holders, 2.3122 common shares, no par value, of
Brasil Telecom for each common share they hold plus cash in
lieu of any fractional Brasil Telecom common
share;
-
direct holders of preferred shares of TNL will
automatically receive, without any further action by those
holders, 0.1879 common shares and 1.9262 preferred
shares, no par value, of Brasil Telecom for each TNL
preferred share they hold plus cash in lieu of any
fractional Brasil Telecom common share or preferred share;
and
-
holders of American Depositary Shares, or ADSs, of
TNL (each representing one preferred share of TNL), or
TNL ADSs, will receive, subject to the procedures
described herein, 0.1879 ADSs of Brasil Telecom (each
representing one common share of Brasil Telecom), or
Brasil Telecom Common ADSs, and 0.6420 ADSs of Brasil
Telecom (each representing three preferred shares of
Brasil Telecom), or Brasil Telecom Preferred ADSs, for each
TNL ADS they hold, plus cash in lieu of any
fractional Brasil Telecom Common ADS or Brasil Telecom
Preferred ADS.
Approval of the merger will require (1) the affirmative
vote of holders representing a majority of the total number
of outstanding common shares of TNL, and (2) the
affirmative vote of holders representing a majority of the
total number of outstanding common shares of Brasil
Telecom, at duly convened extraordinary general
shareholders' meetings.
The extraordinary general shareholders' meetings of
TNL and Brasil Telecom to vote on the merger are scheduled to
occur on February 27, 2012. Telemar Participações S.A.,
or TmarPart, the direct controlling shareholder of TNL and
the indirect controlling shareholder of Brasil Telecom,
has all of the voting power necessary to approve the merger
without the support of any other holders of common
shares of TNL or Brasil Telecom. TmarPart has informed TNL
and Brasil Telecom that it intends to cause all common
shares held by its subsidiaries to be voted in favor of the
merger.
Neither TNL nor Brasil Telecom is asking you for a
proxy and you are requested not to send TNL or Brasil
Telecom a proxy.
The common shares and preferred shares of Brasil
Telecom are listed on the Brazilian Securities, Commodities
and Futures Exchange (BM&FBOVESPA S.A.-Bolsa de Valores
Mercadorias e Futuros), which we refer to as the BM&FBOVESPA,
under the trading symbols "BRTO3" and
"BRTO4," respectively. The Brasil Telecom Common
ADSs and the Brasil Telecom Preferred ADSs are listed
on the New York Stock Exchange, or the NYSE, under the
trading symbols "BTM.C" and "BTM,"
respectively. Upon the completion of the merger we
intend to change our name from Brasil Telecom S.A. to Oi
S.A., to change the trading symbols for the common
shares and preferred shares of Brasil Telecom to
"OIBR3" and "OIBR4," respectively, and to
change the trading symbols for the ADSs representing
our common shares and preferred shares to "OIBR.C"
and "OIBR," respectively. We will apply to
list the Brasil Telecom Common ADSs and Brasil Telecom
Preferred ADSs to be received by holders of TNL ADSs on
the NYSE and following the completion of the merger, the
Brasil Telecom Common ADSs and Brasil Telecom Preferred
ADSs are expected to trade under the symbols
"OIBR.C" and "OIBR," respectively.
This prospectus has been prepared for holders of common
shares and preferred shares of TNL residing in the
United States and for holders of TNL ADSs to provide
information about the merger and the securities to be offered
pursuant thereto.
You should read this prospectus carefully. In
particular, please read the section entitled "Risk
Factors" beginning on page 42 for a discussion of risks
that you should consider in evaluating the transaction
described in this prospectus.
Neither the United States Securities and Exchange
Commission nor any state securities commission has
approved or disapproved of the securities to be issued
in connection with the merger or determined if this
prospectus is truthful or complete. Any representation
to the contrary is a criminal offense. This document does not
constitute an offer to sell or a solicitation of an
offer to buy any securities in any jurisdiction where such an
offer or solicitation would be illegal.
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