Oi - Engagement of Banco BTG Pactual to act as agent to review alternatives to the acquisition of the shares of TIM

Oi - Engagement of Banco BTG Pactual to act as agent to review alternatives to
                     the acquisition of the shares of TIM

PR Newswire

RIO DE JANEIRO, Aug. 26, 2014

RIO DE JANEIRO, Aug. 26, 2014 /PRNewswire/ -- Oi S.A. ("Oi" or "Company",
Bovespa: OIBR3, OIBR4; NYSE: OIBR and OIBR.C), in compliance with art. 157,
section 4 of Law No. 6,404/76 and CVM Instruction No. 358/02, hereby informs
its shareholders and the market in general that, on this date, the Company
engaged Banco BTG Pactual S.A. to act as agent (comissario), pursuant to
article 693 of the Brazilian Civil Code, in its own name and on behalf of Oi,
to review alternatives with the purpose of enabling a viable proposal for the
acquisition of the shares of TIM Participacoes S.A. indirectly held by Telecom
Italia SpA, in compliance with the rules and restrictions provided in law and
regulations and decisions issued by the Brazilian National Telecommunications
Agency and the Brazilian Administrative Council for Economic Defense, in
addition to other applicable regulations.

Oi will keep its shareholders and the market informed of any material events
related to the topics discussed in this Material Fact.

Rio de Janeiro, August 26, 2014.

Oi S.A.

Bayard De Paoli Gontijo

Chief Financial Officer and Investor 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 relevant to the proposed merger of
shares (incorporacao de acoes) between Telemar Participacoes S.A. ("TmarPart")
and Oi S.A. ("Oi").

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

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

SOURCE Oi S.A.

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