Net Servicos: Further Information on Globopar and Telmex Agreement.SAO Sa´o n. 1. (Zool.) Any marine annelid of the genus Hyalinæcia, especially H. tubicola of Europe, which inhabits a transparent movable tube resembling a quill in color and texture. PAULO, Brazil -- Net Servicos de Comunicacao S.A. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : NETC NETC Naval Education & Training Command (formerly Chief of Naval Education and Training, CNET) NETC Naval Education & Training Center NETC New England Theatre Conference NETC Network Enterprise Technology Command )(BOVESPA See Bolsa de Valores de Sao Paulo. : PLIM4) announces that in connection with the preparation of its Form 20-F filed with the SEC today, it has received additional information from its controlling shareholder, Globopar, that complements the previous relevant notice of 06/27/04. Upon and subject to the consummation of the transactions contemplated in the purchase agreement or, alternatively, the option agreement entered into by Globopar and Telmex on 06/27/04, the parties (together with the special purpose company that will hold a part of their investments in Net, the "SPC 1. (business) SPC - Statistical Process Control. Something to do with quality management. 2. (body) SPC - Software Productivity Centre. 3. (company) SPC - Software Publishing Corporation. 4. ") will enter into certain shareholders' agreements containing provisions relating to transfer of shares, rights of first refusal, governance and other matters typical of such arrangements. For two years from the date of the shareholders agreement, Globopar and Telmex, subject to their respective fiduciary duties, upon Telmex's request, may approve future issuances of preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. in public offerings with pricing to be established through bookbuilding, and Telmex would agree to provide a standby underwriting standby underwriting An agreement by underwriters to purchase the portion of a new securities issue that remains after the public offering. Standby underwriting eliminates the issuer's risk of not selling the issue out, but it increases the investment commitment to purchase such preferred shares at a price of not less than R$0.70 (escalated by an inflation index after the first year). Proceeds from any such issuance would prepay the Company's existing debt in accordance with definitive restructuring agreements. If there were to be a change in Brazilian law that would allow Telmex to own a controlling interest controlling interest The ownership of a quantity of outstanding corporate stock sufficient to control the actions of the firm. Controlling interest often involves ownership of significantly less than 51% of a firm's outstanding stock because many owners fail in Net, Telmex would have the right to acquire from Globopar, and Globopar would have the right to cause Telmex to purchase from Globopar, an additional interest in the SPC representing approximately 2% of its voting capital. This would give Telmex, through the SPC, control over 51% of Net's voting shares. The price of this additional interest would be equivalent to the price per share at which Telmex acquires Net's shares from Globopar pursuant to the purchase agreement or, if the put option has been exercised, as described in Net's previous announcement, the price per share under the put option. Globopar and Telmex agreed to make reasonable efforts to reach an agreement on a proposal to Net concerning the terms of a networking agreement with Telmex relating to the provision of voice, data, and Internet services through, and the use of the last mile of, Net's network facilities. Net believes that any such final networking agreement will be on arms-length terms and will require approval of the Company's board. The purchase agreement between Telmex and Globopar contemplates that the shares to be issued in connection with the restructuring of Net's debt obligations would be issued in the same proportion as the current outstanding shares. For further information, please contact our Investor Relations Area. Marcio Minoru and/or Rodrigo Alves E-mail ri@netservicos.com.br, Phone: 55 11 5186-2811. |
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