TIM PARTICIPAÇÕES S.A.
Publicly-Held Company
(in process of incorporation by TSA)
Corporate Taxpayer?s ID (CNPJ/ME):
02.558.115/0001-21
Corporate Registry (NIRE): 33 300 276
963
TIM S.A.
Publicly-Held Company
(in process of incorporation and listing)
Corporate Taxpayer?s ID (CNPJ/ME):
02.421.421/0001-11
Corporate Registry (NIRE):
33.300.324.631
MATERIAL FACT
Stalking Horse Qualification
TIM S.A. ("TSA", ?Company? or ?TIM?), in process of incorporation of
its parent company TIM
PARTICIPAÇÕES S.A. (?TPAR?) (B3: TIMP3; NYSE: TSU) and consequent
listing of its
capital, as a result of a resolution taken at the Extraordinary General
Meeting of both
companies, held on August 31, 2020, in the form and for the purposes of
the CVM Instruction
No. 358/2002 (?ICVM 358?), as amended, in continuity with the Material
Facts disclosed on
March 10
th
, 2020, July 18
th
, 2020, July 27
th
, 2020 and August 7
th
, 2020, informs its
shareholders and to the market in general, what follows:
In replacement of the revised binding offer presented to the Oi Group
on July 27
th
, 2020
(?Revised Offer?), together with Telefônica Brasil S.A. (?VIVO?) and
Claro S.A. (?Claro? and,
jointly with TIM and VIVO, the ?Offerors?) a new proposal was submitted
by the Offerors, on
September 7
th
, 2020, through which they ratified the amount of R$16,500,000,000.00
(including R$756,000,000.00 for services to be provided in the
transition period for until 12
months by Oi Group to the Offerors). In addition to this amount, the
Offerors took the
commitment to enter in long-term contracts for the provision of
transmission capacity services
and adjusted certain terms of the Revised Offer. As a result, the
Offerors were effectively
qualified by Oi Group to participate in the competitive process of sale
of Mobile Assets UPI,
on the condition of ?stalking horse?, which should be reflected in the
proposal of adjustment of
Oi?s Judicial Reorganization Plan, to be deliberate at the Creditors?
General Meeting of Oi
Group convened for September 8
th
, 2020.
As a ?stalking horse?, the Offerors will also have the right, at their
sole discretion, to cover the
highest value offer that may be presented in the said competitive
process (?right to top?).
As already explained in previous communications, the transaction, if
completed, will add value:
(i) for the Company and its shareholders through the opportunity to
accelerate its growth and
increase operational efficiency through synergies; (ii) for its
customers, as the transaction will
promote gains in the experience of use and improvement in the quality
of the service provided,
in addition to the possibility of launching products and offers; and
(iii) for the sector as a whole
that will be strengthened in its investment capacity, technological
innovation, as well as its
competitiveness.
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