Oi SA – In Judicial Reorganization
Federal Taxpayers’ Registry (CNPJ/ME) No. 76,535,764/0001-43
Board of Trade (NIRE) 33.3.0029520-8
Publicly Held Company
Oi SA – In Judicial Reorganization (“Hey” or the “company“), pursuant to article 157, paragraph 4, of Law no. 6,404/76 (the “Brazilian Corporation Law”), and CVM Resolution no. 44/2021, and further to the Material Fact dated April 20 and August 15, of 2022, hereby informs its shareholders and the market that the Company has received a notification regarding the Post-Closing Adjustment (“Purchasers’ Notification”) sent jointly by TIM SA (“TIM“), Telefônica Brasil SA (“telephone“) and Claro SA (“clear“) (“purchasers“), together with the calculation statement of the Post-Closing Adjustment in the applicable proportions to the Closing Price payment by each of the Purchasers.
According to the Purchasers’ Notification, the Purchasers claim that the value of the Post-Closing Adjustment would be equivalent to minus R$3,186,922,100.74 (value higher than the total Retained Value of R$1,447,475,981.95) (“Post-ClosingAdjustment Value by the Purchasers“). Thus, the Purchasers claim that they should remain with 100% of the Retained Value, being: R$634,329,423.16 corresponding to the amount withheld by TIM; (ii) R$488,458,781.03 corresponding to the amount withheld by Telefônica, and (iii) R $324,687,777.76 corresponding to the amount withheld by Claro, and that Oi should pay back to the Purchasers the difference between the Post-Closing Adjustment Value by the Purchasers and the Retained Value (ie R$ 1,739,446,118.79), being (i) R$768,974,532,35 corresponding to the amount to be returned to TIM; (ii) R$587,002,011.99 corresponding to the amount to be returned to Telefônica, and (iii) R$383,469,574.45 corresponding to the amount to be returned to Claro.
Considering the interactions maintained to the present date with the Purchasers, including during the extended period of 30 (thirty) days agreed with the Purchasers to send the Post-Closing Adjustment Notification, as informed in the Material Fact of August 15, 2022, and the information previously shared between the Parties, the Company informs the market that it strongly disagreeswith the Post-Closing Adjustment Value by the Purchasers, and understands that the calculation of the Post-Closing Adjustment Value by the Purchasers presents procedural and technical errors, with misconception in the methodology, criteria, assumptions and approach adopted by the Purchasers and their advisor (KPMG Assessors Ltd.). In addition, the Purchasers’ Notification did not observe
the terms and conditions of the Transaction documents, not presenting documents and information required for the Post-Closing Adjustment Notification, as expressly required in the Transaction documents.
Under those circumstances, the Company anticipates to the market that, as provided in the Transaction documents, it will pursue all appropriate measures related to the Purchasers’ Notification (and consequently the compensation of any loss and damage caused to Oi), including the eventual exercise of its right to submit to the Purchasers a Disagreement Notice regarding the Post-Closing Adjustment, within 30 (thirty) business days from the effective receipt of the Closing Adjustment Notification, detailing the reasons for its disagreement with the items, values and calculations included by Purchasers in the Purchasers’ Notification.
Without prejudice to the abovementioned, the Company clarifies that, according to the Transaction documents, (i) within 30 (thirty) days following receipt of the Disagreement Notification by the Purchasers, the Parties may seek to resolve in good faith any differences they may have in relation to the Post-Closing Adjustment (“Discussion Period“); and (ii) once the Discussion Period has expired and no consensus has been reached regarding the Post-Closing Adjustment, Seller or Purchasers (acting together) may request that the determination of the Post-Closing Adjustment be to an independent auditing firm to be hired by the Purchasers within a period of up to 5 (five) business days, which will have a period of 30 (thirty) days from its hiring to deliver its final determination in writing on the Post-Closing Adjustment.
Furthermore, the Company informs that it also received from the Purchasers, on September 17, 2022, an Indemnity Notification, in which the Purchasers inform the Global Value of Known Losses with an Indemnity purpose for Review of Mobile Inventory, in the amount of R$ 353,269,064, 87. The Company informs that it also disagreeswith the Global Value of Known Losses presented by the Purchasers and, according to the Transaction documents, will present the Response Notification to the Purchasers, presenting the grounds for its objection and providing documents and information that support its disagreement, within a period of 10 ( ten) business days from the receipt of the Indemnity Notification. Oi and the Purchasers will have 5 (five) business days to try to reach, in good faith, an agreement on the treatment to be given to the notified Loss, given that the failure of the parties to reach a cooperative solution may be settled by arbitration in the form of the Transaction documents.
Oi also informs that, notwithstanding the foregoing, it continues to diligently provide the transition services agreed with the Purchasers in the Transition Service Provision Agreements, in order to provide a high quality service to customers covered by the perimeter of the Transaction, during the segregation and migration processes.
The Company will keep its shareholders and the market informed of any development regarding the subject matter of this Material Fact.
Rio de Janeiro, September 19, 2022.
Oi SA – In Judicial Reorganization
Cristiane Barretto Sales
Chief Financial Officer and Investor Relations Officer
Oi SA in Judicial Recovery published this content on 19 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 September 2022 12:09:06 UTC.
|short term||mid-term||long term|
Income Statement Evolution
|Number of Analysts||1|
|Last Close Price||1.03 BRL|
|Average target price||1.34 BRL|
|Spread / Average Target||30.1%|
|1st jan.||cap. (M$)|