Pursuant to Rule 13a-16 or 15d-16 of the
04719-002 - São Paulo-SP
Federative Republic of Brazil
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____ If "Yes" is marked, indicate below the file number assigned to the Registrant
in connection with Rule 12g3-2(b):82-___
NET Serviços de Comunicação S.A. Corporate Taxpayer’s ID (CNPJ/MF): 00.108.786/0001-65 Company Registry (NIRE): 35.300.177.240 Publicly-Held CompanyRua Verbo Divino nº 1.356 - 1º andar, São Paulo – SP |
MATERIAL FACT
Net Serviços de Comunicação S.A. (“NET”) hereby informs the public that, in accordance with the terms of paragraph 4 of article 157 of Law 6404/76 and Instruction 358/02 issued by the Brazilian Securities and Exchange Commission (“CVM”), Embratel Participações S.A (“Embrapar”) disclosed, on May 29, 2013, a material fact announcing its decision to proceed with the merger of GB Empreendimentos e Participações S.A. (“GB”) – a controlled subsidiary of Embrapar and the controlling company of NET – into NET, in order to simplify the corporate structure of its investments, leverage synergies and other benefits, and reduce corporate costs.
GB´s assets exclusively consist of its investments in NET, and the merger of GB into NET will not result in an increase of NET´s capital stock. After the merger, the shares of NET indirectly held by Embrapar and its controlled subsidiary, Empresa Brasileira de Telecomunicações S.A. (“Embratel”), through GB will be held directly by Embrapar and Embratel, thereby simplifying the corporate group´s current structure.
Through its material fact, Embrapar announced that the accounting treatment given to the goodwill registered on GB´s investments in NET will be made in accordance with applicable accounting procedures, and the merger protocol shall state that the tax benefit that arises from the goodwill referred to in article 6, III, of the Instruction 319/99 will be subject to capitalization for the benefit of the controlling shareholder.
Furthermore, Embrapar has informed the public that the merger of GB into NET should not affect the public tender offer for NET´s shares, currently under registration procedures with the CVM, subject to the provisions of applicable regulations.
The merger of GB into NET will be submitted for the approval of NET´s Board of Directors. Following that decision, detailed information about the merger will be made available, including documents and information referred to in Instructionnº 319/99, and general shareholders’ meetings of both NET and GB shall be convened in order to decide on the merger.
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São Paulo, May31, 2013
NET SERVIÇOS DE COMUNICAÇÃO S.A.
José Antônio Guaraldi Félix
CEO and Investor Relations Officer
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NET SERVIÇOS DE COMUNICAÇÃO S.A. | ||
By: | /S/ José Antonio Guaraldi Félix | |
José Antonio Guaraldi Félix CEO |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.