Pharol Sgps S.a. · EURONEXT:PHR
Pharol Sgps — Portugal Telecom SGPS — Merger or Acquisition (January 2011)
15 slides from Pharol Sgps's merger presentation, Jan 26, 2011
Slide 1: Investors Presentation: Strategic partnership with Oi
Investors Presentation Strategic partnership with Oi 26 January 2011
Slide 2: Important notice
Important notice This release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not statements of historical fact, and reflect goals of the company's management. The words "anticipates," "believes,
Slide 3: Overview of the transaction (1/2)
Overview of the transaction (1/2) Strategic investment in Oi was announced on 28 July with PT securing significant governance rights and proportional consolidation Deal was conditional on PT achieving a minimum economic stake of 22.38% in Oi, a maximum cash disbursement of R$ 8.4bn and a maximum EV/
Slide 4: Overview of the transaction (2/2): AG & LF, BNDES, pension funds, CTX
Related to AG & LF, BNDES & Pension Funds BNDES, Previ, Petros and Funcef will not participate in TmarPart’s capital increase TmarPart to maintain control of TNL, raising debt to subscribe in the rights issue AG & LF to use part of the proceeds received from PT to participate in Tmar capital increas
Slide 5: Shareholding structure of Oi and Contax on completion of transaction
Shareholding structure of Oi and Contax on completion of transaction AG Telecom LF Tel Fundação Atlântico BNDES/ Funds Post-transaction Oi shareholder structure Telemar Participações Telemar Norte Leste (TMAR) Tele Norte Leste Participações (TNL) 37.7% 11.5% 19.4% 19.4% 12.1% 35% 35% AG Telecom LF T
Slide 6: Oi – Transaction details
Step #2 Step #1 Oi – Transaction details TmarPart + Other Assets TNL Capital Increase Call for a capital increase in TNL amounting to R$ 12 billion TmarPart subscribes at least R$ 1.4 billion and maintains control of TNL Description PT’s Disbursement R$ 5.1 billion Up to R$ 3.25 billion (expected to
Slide 7: CTX and Contax / Dedic GPTI – Transaction details
Contax to acquire Dedic / GPTI from Portugal Telecom in shares at a proposed exchange ratio of 0.0363 Contax shares for each Dedic / GPTI share Pursuant to CVM’s Instruction 35, an independent committee will be set up to analyse the exchange ratio and make a recommendation to Contax’s Board of Direc
Slide 8: Corporate Governance Highlights: Overview of key shareholders rights (1/2)
Corporate Governance Highlights Overview of key shareholders rights (1/2) Shareholders Agreement at AG / LF level Qualified majority required (hence PT’s approval) on same matters as in the TmarPart shareholders agreement, namely: Amendments to the bylaws; Mergers and acquisitions and shareholders a
Slide 9: Corporate Governance Highlights: Overview of key shareholders rights (2/2)
Corporate Governance Highlights Overview of key shareholders rights (2/2) PT will be entitled to nominate executives at TmarPart and TNL Board One member of the Board of TmarPart (plus one alternate) and one Director Two members of the Board of TNL (plus two alternates) PT will participate in severa
Slide 10: Timetable of Oi and Contax transactions
Timetable of Oi and Contax transactions Partnership with Oi January 2011 1Q11 T1 + 13 days Beginning of the period of Priority Subscription (30 days) T1 + 1 day Call of TNL’s and Tmar’s Board of Directors meeting to decide on capital increases T0 = 25 January 2011 Signing of SPA and SHA Announcement
Slide 11: Key takeaways: PT delivers on transaction terms
Key takeaways: PT delivers on transaction terms PT delivers on transaction terms announced in July 2010: Investment of R$ 8.32bn and minimum economic stake in Oi of 22.38% Higher consolidation of Oi as a result of increased stake in Tmar Part (25.6%) PT will join group of Oi’s controlling shareholde
Slide 12: Annex
Annex er H @o i
Slide 13: Current shareholder structures
Current shareholder structures 100% Telemar Participações Telemar Norte Leste (TMAR) Tele Norte Leste Participações (TNL) AG Telecom LF Tel Fundação Atlântico BNDES/ Funds Current Oi shareholder structure 49.9% 11.5% 19.4% 19.4% AG Telecom LF Tel Fundação Atlântico BNDES/ Funds Current CTX sharehold
Slide 14: Final Oi shareholder structure post transaction
Final Oi shareholder structure Post Transaction Oi and Contax Shareholder Structure Telemar Norte Leste S.A. (TMAR) Free-Float Free-Float Telemar Participações S.A. Tele Norte Leste Participações S.A. (TNLP) Free-Float BRTO Total: 48.2% Total: 51.8% TBD FASS BNDES / Funds AG LF 35% 35% 12.1% 19.4% 1
Slide 15: For further information
For further information: Nuno Vieira Investor Relations Director +351 21 500 1701 nuno.t.vieira@telecom.pt www.telecom.pt SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
Portugal Telecom SGPS — Merger or Acquisition (January 2011) on 6ix