Oi S.A. - MATERIAL FACT

                           Oi S.A. - MATERIAL FACT

PR Newswire

RIO DE JANEIRO, 29 de abil de 2014

RIO DE JANEIRO, 29 de abil de 2014 /PRNewswire/ --Oi S.A. ("Oi", BM&FBOVESPA:
OIBR3 and OIBR4; NYSE:OIBR and OIBR.C) hereby announces to its shareholders
and the market in general that it has priced its global offering of
2,142,279,524 common shares, including 396,589,982 common shares in the form
of American Depositary Shares ("ADSs") and 4,284,559,049 preferred shares,
including 828,881,795 preferred shares in the form of ADSs (not including the
exercise of the International Underwriters' Option (defined below)) (the
"Offering"). The common shares were offered to the public at a price of R$2.17
per share, and the preferred shares were offered to the public at a price of
R$2.00 per share. Common shares in the form of ADSs (the "common ADSs," each
representing one common share) were offered to the public outside Brazil at a
price of US$0.970 per common ADS, and preferred shares in the form of ADSs
(the "preferred ADSs," each representing one preferred share) were offered to
the public outside Brazil at a price of US$0.894 per preferred ADS. The
aggregate cash proceeds of the Offering to Oi, after underwriting discounts
and commissions (before expenses), will be equivalent to approximately
US$5,868 million, including the shares of PT Portugal SGPS S.A. that Portugal
Telecom SGPS S.A. ("Portugal Telecom") will contribute to Oi in the Offering.

The Offering consists of a registered offering in Brazil and an international
offering, which includes a registered offering in the United States. The
registered offering in the United States is scheduled to close on Friday, May
2, 2014, subject to satisfaction of customary conditions. The registered
offering in Brazil is scheduled to close on Monday, May 5, 2014, subject to
the satisfaction of customary conditions. Further information about the
Offering is contained in the offering documents.

Existing shareholders of Oi were given the right to subscribe for shares in
the Brazilian offering on a priority basis. Telemar Participacoes S.A., Oi's
direct controlling shareholder, as well as Valverde Participacoes S.A., AG
Telecom Participacoes S.A., LF Tel S.A. and Bratel Brasil S.A. each of which
is a member of a group of entities that indirectly controls Oi, assigned their
respective priority rights to subscribe for an aggregate 1,217,486,338 common
shares and 1,272,122,008 preferred shares to Portugal Telecom, SGPS, S.A.
("Portugal Telecom"), also a member of a group of entities that indirectly
controls Oi. Portugal Telecom subscribed for such shares in the priority
offering. Portugal Telecom subscribed for an additional 448,130,723 preferred
shares in the Brazilian offering. In the aggregate, Portugal Telecom
subscribed for 1,045,803,934 common shares and 1,720,252,731 preferred shares,
equivalent to R$5.7 billion. Portugal Telecom will settle the purchase of
these shares through the contribution to Oi of all of the shares of PT
Portugal, subject to the satisfaction of certain conditions established in the
subscription agreement between Portugal Telecom and Oi. Immediately following
the settlement of the Offering, Portugal Telecom will own, directly and
indirectly, 37.41% of Oi's issued and outstanding share capital (including
40.73% of Oi's voting share capital), excluding Portugal Telecom's interest in
the shares of Oi owned by Telemar Participaoees S.A., AG Telecom Participacoes
S.A. and LF Tel S.A.

In addition, Caravelas Fundo de Investimentos em Acoes ("Caravelas"), an
investment vehicle managed through Banco BTG Pactual S.A., subscribed for
171,362,482 common shares and 359,171,518 preferred shares equivalent to
R$1.09 billion in the Brazilian offering (equivalent to the difference between
R$2.0 billion and the amount of subscription orders placed in the offering by
TmarPart's shareholders, other than Bratel Brasil). Caravelas will settle the
purchase of these shares in cash, subject to the satisfaction of certain
conditions established in the subscription agreement between Caravelas and Oi.

Oi's common ADSs and preferred ADSs are listed on The New York Stock Exchange
under the symbols OIBR.C and OIBR, respectively. The ADSs offered in the
Offering are expected to be delivered on Friday, May 2, 2014, in time to
settle trades completed on The New York Stock Exchange on Tuesday, April 29,
2014.

Oi's common shares and preferred shares are listed on the Sao Paulo Stock
Exchange (BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros)
("BM&FBOVESPA") under the symbols OIBR3 and OIBR4, respectively. The shares
offered in the Offering are expected to be delivered on Monday, May 5, 2014,
in time to settle trades completed on the BM&FBOVESPA on Wednesday, April 30,
2014.

Banco BTG Pactual S.A., Bank of America Merrill Lynch Banco Multiplo S.A.,
Banco Barclays S.A., Citigroup Global Markets Brasil, Corretora de Câmbio,
Titulos e Valores Mobiliarios S.A., Banco de Investimentos Credit Suisse
(Brasil) S.A., BES Investimento do Brasil S.A. – Banco de Investimento, HSBC
Bank Brasil S.A. – Banco Multiplo e BB – Banco de Investimento S.A., Banco
Bradesco BBI S.A., Banco Caixa Geral – Brasil S.A., Goldman Sachs do Brasil
Banco Multiplo S.A., Banco Itau BBA S.A., Banco Morgan Stanley S.A. e Banco
Santander (Brasil) S.A. are acting as coordinators of the Brazilian offering;
XP Investimentos Corretora de Câmbio, Titulos e Valores Mobiliarios S.A. e
Banco BNP Paribas Brasil S.A. are acting as co-managers of the Brazilian
Offering.

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.

The number of shares initially offered may be increased, at the option of
Banco BTG Pactual S.A. and Banco BTG Pactual S.A. – Cayman Branch, by up to
15%, or 287,554,298 common shares and 575,108,597 preferred shares, at any
time for a period of 30 days from, and including, April 29, 2014 (the
"International Underwriters' Option"), provided that the total number of
shares issued under the International Underwriters' Option will not yield
gross proceeds in excess of R$742,035,333,.77.

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

Important Information

The Offering is being made pursuant to an effective shelf registration
statement. A 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 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.

SOURCE Oi S.A.

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