Written Communication Relating to an Issuer or Third Party (sc To-c)
September 27 2013 - 4:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE
SECURITIES EXCHANGE ACT OF 1934
NET SERVIÇOS DE COMUNICAÇÃO S.A.
(Name of Subject
Company)
EMPRESA BRASILEIRA DE TELECOMUNICAÇÕES S.A. EMBRATEL
EMBRATEL PARTICIPAÇÕES S.A.
GB EMPREENDIMENTOS E
PARTICIPAÇÕES S.A.
(Offerors)
(Name of Filing Persons)
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)
Isaac Berensztejn
Chief Financial Officer
Empresa Brasileira de Telecomunicações S.A. Embratel
Av. Presidente Vargas, n° 1012
20071-002
Rio de Janeiro, RJ, Brazil
Telephone: (55) 21 2121-3636
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, Addresses and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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N/A
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N/A
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¨
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the form or schedule and the date of its filing.
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Amount Previously Paid: N/A
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Filing Party: N/A
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Form or Registration No: N/A
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Date Filed: N/A
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x
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
x
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third-party tender offer subject to
Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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x
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer:
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)
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x
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Rule 14d-1(d) (Cross-Border Third-Party 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
.
On June 6, the Offerors submitted the valuation report prepared by BTG Pactual in connection with the tender offer to the Brazilian
Securities and Exchange Commission (Comissão de Valores Mobiliários) (CVM). On August 16, 2012, as part of its review process, the CVM issued comments on the valuation report. In response to the CVMs comments, the
Offerors filed BTG Pactuals revised valuation report with the CVM on September 14, 2012. The Offerors filed BTG Pactuals further revised valuation report with the CVM on September 26, 2013, which is attached hereto as Exhibit 99.1.
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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Valuation Report by BTG Pactual, submitted for review to the
Comissão de Valores Mobiliários
, as made public on September 27, 2013 (English translation).
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