Written Communication by the Subject Company Relating to a Third Party Tender Offer (sc14d9c)
May 31 2013 - 9:59AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement under
Section 14(d)(4) of the Securities Exchange Act of 1934
NET
SERVIÇOS DE COMUNICAÇÃO S.A.
(Name of Subject Company)
NET SERVIÇOS DE COMUNICAÇÃO S.A.
(Name of Person(s) Filing Statement)
Preferred
Shares, no par value, and
American Depositary Shares, each representing one Preferred Share
(Title of Class of Securities)
N/A (Preferred Shares)
64109T201 (American Depositary Shares)
(CUSIP Number of Class of Securities)
José Antônio Guaraldi Félix
Investor Relations Officer
Tel: +55-11-2111-2785
Rua Verbo Divino, 1356
São Paulo-SP-04719-002
Brazil
with copies to:
Nicolas Grabar, Esq.
Neil Whoriskey, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Telephone: (212) 225-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person Filing Statement)
x
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Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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None of Empresa Brasileira de Telecomunicações S.A. Embratel, Embratel
Participações S.A. (Embrapar) or GB Empreendimentos e Participações S.A. (together, the Offerors) nor any of their affiliates has commenced the tender offer to which this communication
relates. In connection with the proposed transaction, the Offerors will file with the U.S. Securities and Exchange Commission (the SEC) a Tender Offer Statement on Schedule TO (the Tender Offer Statement) and Net
Serviços de Comunicação S.A. (Net) will file a Solicitation/Recommendation Statement on Schedule 14D-9 (the Solicitation/Recommendation Statement). Investors and security holders are urged to carefully
read the Tender Offer Statement and the other related tender offer materials and the Solicitation/Recommendation Statement, when they are available and as they may be amended from time to time, before any decision is made with respect to the offer
because they will contain important information. Shareholders of Net may obtain a free copy of the Tender Offer Statement and other related documents (when available) filed by the Offerors and the Solicitation/Recommendation Statement and other
related documents (when available) filed by Net, in each case, with the SEC at the SECs website at
www.sec.gov
.
This document may contain forward-looking statements. These statements are statements that are not historical facts, and are based on
managements current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words anticipates, believes, estimates, expects,
plans and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing
strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current
views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic
and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
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Exhibit
No.
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Description
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99.1
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Net Serviços de Comunicação S.A. press release, issued on May 31, 2013 (English Translation).
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Net Servicos de Comunicacao S.A. ADS Each Representing One Preferred Share (MM) (NASDAQ:NETC)
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