Oi S.A. - Notice to the Market

                        Oi S.A. - Notice to the Market

PR Newswire

RIO DE JANEIRO, May 16, 2014

RIO DE JANEIRO, May 16, 2014 /PRNewswire/ -- Oi S.A. ("Oi", Bovespa: OIBR3,
OIBR4; NYSE: OIBR and OIBR.C) and Telemar Participacoes S.A. ("TmarPart"),
hereby disclose the following regarding the transaction that will result in
the combination of activities, business and shareholder bases of Oi, Portugal
Telecom SGPS S.A. ("Portugal Telecom" and, together with Oi and TmarPart, the
"Companies") and TmarPart ("Transaction") to their shareholders and the market
in general.

Given the successful closing of the fund-raising in the public offering for
primary distribution of common shares and preferred shares of Oi ("Public
Offering") on May 5, 2014, the Companies will continue with the necessary
procedures to implement the stages of the Transaction, as previously disclosed
in the Material Fact dated February 20, 2014.

Following the completion of the Public Offering, the Companies have analyzed
the measures and arrangements that are still necessary for the implementation
of the Transaction, including consideration of the filings and approvals
required in the Transaction, the need for audited and pro forma financial
information of TmarPart for use in connection with the merger of shares of Oi
and TmarPart, and the merger of Portugal Telecom into TmarPart, the
registration of the shares to be issued by TmarPart in the merger of shares
and the merger with the United States Securities and Exchange Commission, the
conversion of TmarPart's Brazilian registration as a publicly-held company,
the registration of TmarPart's Depositary Receipt Program with the Brazilian
Securities and Exchange Commission (Comissao de Valores Mobiliarios – CVM),
the listing of TmarPart's shares in Brazil on the Novo Mercado segment of the
Sao Paulo Stock Exchange (BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e
Futuros) and in Portugal on the NYSE Euronext Lisbon, with the necessary
approvals from the Portuguese Securities and Exchange Commission (Comissao do
Mercado de Valores Mobiliarios-CMVM) and NYSE Euronext Lisbon, and the listing
of TmarPart's American Depositary Shares on the NYSE.

As a result, the general shareholders' meetings to decide on such transactions
are expected to occur during September and October 2014, and the notice of
such meetings and availability of the necessary documents is expected to occur
at least 30 days in advance of the general shareholders' meetings.

Oi and TmarPart will keep their shareholders and the market informed of any
subsequent events related to the Transaction.

OI S.A.                                   Telemar Participacoes S.A.

Bayard De Paoli Gontijo                   Fernando Magalhaes Portella

Chief Financial Officer and Investor      Chief Executive Officer and Investor
Relations Officer                         Relations Officer

Additional Information and Where to Find It:

This communication is not an offering document and does not constitute an
offer to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval in any jurisdiction in which distribution
of an offering document or such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of that
jurisdiction.

This communication contains information with respect to (1) the proposed
merger of shares (incorporacao de acoes) between TmarPart and Oi, and (2) the
proposed merger (incorporacao) of Portugal Telecom with and into TmarPart.

In connection with the proposed merger of shares between TmarPart and Oi and
the proposed merger of Portugal Telecom with and into TmarPart, TmarPart plans
to file with the SEC (1) a registration statement on Form F-4, containing a
prospectus which will be mailed to shareholders of Oi and Portugal Telecom,
(other than non-U.S. persons as defined in the applicable rules of the SEC),
and (2) other documents regarding the proposed merger of shares and proposed
merger.

We urge investors and security holders to carefully read the prospectus and
other relevant materials when they become available as they will contain
important information about the proposed merger of shares and proposed merger.

Investors and security holders will be able to obtain the documents filed with
the SEC regarding the proposed mergers, when available, free of charge on the
SEC's website at www.sec.gov or from TmarPart, Oi or Portugal Telecom.

Special Note Regarding Forward-Looking Statements:

This communication contains forward-looking statements. Statements that are
not historical facts, including statements regarding the beliefs and
expectations of TmarPart, Oi or Portugal Telecom, 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,"
"target," "goal" and similar expressions, as they relate to TmarPart, Oi or
Portugal Telecom, 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 results will actually occur. Such statements
reflect the current views of management of TmarPart, Oi or Portugal Telecom,
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 TmarPart, Oi, Portugal Telecom or their affiliates,
or persons acting on their 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, TmarPart, Oi, Portugal Telecom
and their affiliates 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
TmarPart, Oi or Portugal Telecom makes on related subjects in reports and
communications TmarPart, Oi or Portugal Telecom file with the SEC.

SOURCE Oi S.A.

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