UNIVERSO ONLINE SA 
By Publicly Held Company
Corporate Taxpayer ID (CNPJ/MF): 01.109.184/0001-95 Company Registry (NIRE): 35.300.198.107MATERIAL FACT
Universo Online S.A. (?UOL? or ?Company?), in compliance with Article 157, Paragraph 4 of Federal Law 6,404/76 and in accordance with Instruction 358/02 issued by the Securities and Exchange Commission of Brazil (?CVM?), announces to its shareholders and the market that it was informed by its controlling shareholder, Folhapar S.A. (? Folhap ar? ), of its plans to carry out a Stock Tender Offer for acquiring the shares held by the minority shareholders of the Company, in accordance with Paragraph 6, Article 4 of Federal Law 6,404/76 and CVM Instruction 361/02, with the subsequent cancellation of the Company's registry as a publicly held company (?Tender Offer?). The Tender Offer is subject to approval by the CVM.
The Tender Offer will involve 18,392,630 common shares and 30,727,018 preferred shares issued by UOL, which represent 40.89% of the Company's capital stock. The maximum price to be offered is seventeen Brazilian real (R$17.00) per share, at the time of the presentation of the Tender Offer, to be paid in local currency on the settlement date of the Tender Offer. The minority shareholders of the Company will be convened to deliberate on the contracting of a specialized company for preparing a valuation report of the capital stock of UOL, in compliance with Item 10.1 of the Regulations of the Level 2 Special Corporate Governance Segment. The other terms and conditions of the Tender Offer will be announced opportunely to the market. São Paulo, July 26, 2011Eduardo AlcaroInvestor Relations Officer
