Material Fact – Corporate Restructuring
São Paulo, January 23, 2018. Contax Participações S.A. (“Company”; CTAX3), pursuant to Instruction 358 of the Brazilian Securities and Exchange Commission (“CVM”), of January 3, 2002, as amended, and paragraph 4 of article 157 of Law 6,404, of December 15, 1976, as amended (“Brazilian Corporate Law”), hereby informs the shareholders and the market in general that, at a meeting held today (“BoDM”), the Board of Directors examined a corporate restructuring proposal involving the Company and its wholly-owned subsidiary Contax-Mobitel S.A., a privately-held corporation headquartered at Rua Beneditinos, nº 15/17, parte, Centro, CEP 20081-050, inscribed in the register of corporate taxpayers (CNPJ/MF) under number 67.313.221/0001-90, with its organizational documents filed with the Rio de Janeiro State Registry of Commerce under NIRE 33.3.0030951-9 (“Contax-Mobitel”), under the following general conditions:
The intended corporate restructuring is designed to simplify and streamline the corporate structure involving the Company and its wholly-owned subsidiary Contax-Mobitel.
This corporate restructuring will consist of the merger of the Company by Contax-Mobitel, after Contax-Mobitel is registered as a publicly-held company in the Novo Mercado special listing segment of B3 – Brasil, Bolsa, Balcão (“B3”). Finally, the only remaining company will be Contax-Mobitel, which will be operational and will concentrate the services that were previously provided by several companies into a single company, with shares traded on the stock exchange (“Corporate Restructuring”). The Corporate Restructuring will only entail the replacement of the shares currently held by the Company‘s shareholder with shares Contax-Mobitel, with the same rights and at the same ratio.
The corporate simplification process of the group as whole began with the merger by Contax-Mobitel, of Ability Comunicação Integrada Ltda., whose membership units were almost fully (99%) held by the Company, as well as subsidiaries Contax-Mobitel, BRC – XVI Empreendimentos Imobiliários Ltda., Venecia SP Participações S.A. e Todo Soluções em Tecnologia S.A. (the latter after absorbing its subsidiary Todo Soluções em Engenharia e Tecnologia S.A.).
The Company‘s management believes that the operation as whole will generate more synergies between activities, eliminating overlaps and inefficiencies.
The intended Corporate Restructuring will depend on prior approval by the Company‘s creditors and the granting by the CVM to Contax-Mobitel of Category A Issuer registration with shares listed in the Novo Mercado segment of the B3.
At an opportune time, after a new Board of Directors‘ meeting is held to approve the Corporate Restructuring, subject to approval by the Shareholders‘ Meeting of the Company and Contax-Mobitel, the Company will disclose an additional Material Fact, with more details on the terms and conditions of the Corporate Restructuring, should it be implemented, pursuant to CVM Instruction 565, of June 15, 2015.
The Company also announces that the resolutions related to the Corporate Restructuring will grant dissenting shareholders the right to withdraw. As a result, the Company states that shareholders who own common shares of the Company on this date, inclusive, will be entitled to withdrawal rights, upon receipt of the respective book value per share.
Further information on the right to withdraw, including, but not limited to, the amount per share to be paid as a result of the exercise of said right, will be disclosed after the new Board of Directors‘ Meeting decides on the Corporate Restructuring, as mentioned above.
André Tavares Paradizi
Chief Financial and Investor Relations Officer