Oi S.A. - Communication to the Market

                    Oi S.A. - Communication to the Market

PR Newswire

RIO DE JANEIRO, April 3, 2014

RIO DE JANEIRO, April 3, 2014 /PRNewswire/ -- Oi S.A. ("Oi", BM&FBOVESPA:
OIBR3, OIBR4; NYSE:OIBR and OIBR.C) hereby announces to its shareholders and
the market in general that it filed the preliminary prospectus supplement
relating to the Offering (as defined below) with the U.S. Securities and
Exchange Commission on the date hereof. The Offering may initially consist of
1,917,028,657 common shares and 3,834,057,315 preferred shares, totaling
5,751,085,972 shares, including shares in the form of American Depositary
Shares, represented by American Depositary Receipts (the "Offering"). The
number of shares initially offered, not considering the exercise of the Hot
Issue (defined below), may be increased, at the option of the lead
coordinator, by up to 15%, or 287,554,298 common shares and 575,108,597
preferred shares, totaling 862,662,895 shares, in order to fulfill subsequent
demand for the Offering (the "Over-Allotment Option"). Finally, the number of
shares initially offered, not considering the exercise of the Over-Allotment
Option, may be increased, at the Company's discretion, in agreement with the
joint bookrunners of the Offering, by up to 20%, or 383,405,731 common shares
and 766,811,463 preferred shares, totaling 1,150,217,194 shares (the "Hot

Banco BTG Pactual S.A.—Cayman Branch, BofA Merrill Lynch, Barclays Capital
Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Banco
Espirito Santo de Investimento S.A., HSBC Securities (USA) Inc., Banco do
Brasil Securities LLC, Banco Bradesco BBI S.A., Caixa – Banco de Investimento,
S.A., Goldman, Sachs & Co., Itau BBA USA Securities Inc., Morgan Stanley & Co.
LLC and Santander Investment Securities Inc. are acting as joint bookrunners
in connection with the international offering.

Oi will maintain its shareholders and the market informed of any subsequent
events related to the Offering.

Oi S.A.
Bayard De Paoli Gontijo
Chief Financial Officer and Investor Relations Officer

Important Information

The Offering is being made pursuant to an effective shelf registration
statement. A preliminary prospectus supplement with further information about
the proposed offering has been filed with the U.S. Securities and Exchange
Commission ("SEC"). Before you invest, you should read the preliminary
prospectus supplement and other documents Oi has filed with the SEC for more
complete information about the company and the Offering. When available, you
may access these documents for free by visiting EDGAR on the SEC web site at
www.sec.gov. Alternatively, Oi will arrange to send you the prospectus after
filing if you request it by calling toll-free 1-855-672-2332.

Special Note Regarding Forward-Looking Statements:

This communication contains certain forward-looking statements. Statements
that are not historical facts, including statements about our beliefs and
expectations, business strategies, future synergies and cost savings, future
costs and future liquidity are forward-looking statements. The words "will,"
"may," "should," "could," "anticipates," "intends," "believes," "estimates,"
"expects," "plans," "targets," "goal" and similar expressions, as they relate
to Oi, are intended to identify forward-looking statements and are subject to
a number of risks and uncertainties. There is no guarantee that the expected
events, tendencies or expected results will actually occur. Such statements
reflect the current views of management of Oi and are subject to a number of
risks and uncertainties. These statements are based on many assumptions and
factors, including general economic and market conditions, industry
conditions, corporate approvals, operational factors and other factors. Any
changes in such assumptions or factors could cause actual results to differ
materially from current expectations. All forward-looking statements
attributable to us, or persons acting on our behalf, are expressly qualified
in their entirety by the cautionary statements set forth in this paragraph.
Undue reliance should not be placed on such statements. Forward-looking
statements speak only as of the date they are made. Except as required under
the U.S. federal securities laws and the rules and regulations of the SEC or
of regulatory authorities in other applicable jurisdictions, we do not have
any intention or obligation to update or to publicly announce the results of
any revisions to any of the forward-looking statements to reflect actual
results, future events or developments, changes in assumptions or changes in
other factors affecting the forward-looking statements. You are advised,
however, to consult any further disclosures Oi makes on related subjects in
reports and communications Oi files with the SEC.


Contact: Patricia Frajhof, +55 11 3131-1315, patricia.frajhof@oi.net.br
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