(Updates with suspension of share offer)
By Luciana Bruno and Leonardo Goy
RIO DE JANEIRO/BRASILIA, March 27 Brazil's
securities watchdog on Thursday suspended the offer of shares in
telecommunications company Grupo Oi SA for up to 30
days, dealing a setback to its planned merger with Portugal
The Securities and Exchanges Commission decision came after
Oi's chief executive officer, Zeinal Bava, breached a mandatory
quiet period ahead of the offer by making comment to the press.
The public offer of Oi shares is a key operation for the
success of the merger of the two telcom companies.
Oi said in a statement that it would clarify the situation
as soon as possible before the commission to try to resolve any
irregularity so that the share offer could go ahead.
The planned combination of Oi and Portugal Telecom had taken
an important step forward earlier on Thursday when shareholders
of the Brazilian carrier approved a capital increase that will
facilitate the merger.
Oi shareholders approved an increase of up to 14 billion
reais ($6.1 billion) at a meeting in Rio de Janeiro. While
analysts expected minority shareholders to challenge the plan,
the vote to pass both the proposal and an asset appraisal of
Portugal Telecom took only eight minutes.
Hours later, councilors at telecommunications industry
watchdog Anatel gave the go-ahead for the merger, tying it up to
the nonexistence of tax debts by both companies and their
controlling groups. Antitrust watchdog Cade had approved the
deal in January.
Both decisions help inject hope among Oi's controlling
shareholders and Brazil's government that the combination will
give the combined company more clout to compete inside Brazil
with bigger rivals such as Spain's Telefonica SA,
Telecom Italia SpA's TIM Participações SA and
Mexico's America Movil SAB.
Despite the favorable outlook for the transaction, investors
still remain skeptical. Preferred shares of Oi shed
0.3 percent, while common shares tumbled 3.9 percent. Shares of
Portugal Telecom were down 1.8 percent on Thursday.
Oi and Portugal Telecom have discussed how to tie up since
the latter bought a 25 percent stake in the Brazilian company
three years ago, sources with knowledge of the situation told
Reuters on Wednesday. The market value of both companies has
fallen more than 50 percent over the past three years, a sign
that investors bet that a merger would take place sooner or
The company resulting from the merger, known as CorpCo, will
have more than 100 million subscribers and $20 billion in annual
revenue. Bava, the 48-year-old engineer who in June became Oi's
CEO after a five-year stint as head of Portugal Telecom, will
The merger is in some ways akin to throwing a lifeline to
Portugal Telecom, which has suffered in recent years along with
a flagging Portuguese economy. Shareholders of the Lisbon-based
company on Thursday approved the use of the company's assets for
Oi's capital increase at a separate shareholder meeting
The next step for the deal is the April 16 pricing of Oi's
share offering, which has firm commitments from large
shareholders including Portugal Telecom, pension funds, Brazil's
Jereissati family, construction firm Andrade Gutierrez SA, as
well as investment banking giant Grupo BTG Pactual SA.
Yet, the offering poses some headwinds, analysts such as
Andre Baggio at JPMorgan Securities said. While controlling
shareholders have already committed 2 billion reais to the plan
and a group of 14 banks led by BTG Pactual
guaranteed the subscription of up to 6 billion reais in new
stock, the conditions for their participation remained unknown.
Sources at both Brazilian watchdogs told Reuters when the
merger was announced in October that passage would be smooth,
because the deal was structured as a corporate restructuring
rather than a change of control.
Oi was born after Tele Norte Leste Participações SA's
purchase in 2008 of Brasil Telecom Participações SA - a move
sponsored by then-President Luiz Inacio Lula da Silva to face
growing competition from Telefonica and Mexican billionaire
Carlos Slim's America Movil. Portugal Telecom entered Oi's
controlling bloc after exiting Vivo, a mobile carrier now fully
owned by Telefonica, in 2010.
Bava, the architect of Portugal Telecom's investment in Oi,
is tasked with fixing Oi's complex shareholder structure, cut
debt and figure out how the new company can cope with the
demands of a Brazilian market that may be ripe for
Under terms of the deal, Oi would sell up new stock and use
proceeds to cut debt. Portugal Telecom would contribute its
assets, excluding its stake in Oi, and own 38 percent of the new
company. Oi would have as much as 30 percent of CorpCo and other
investors such as BTG Pactual and a number of Brazilian pension
funds would own the rest.
Each Oi common share would be exchanged for 1 share in
CorpCo and each Oi preferred share would be swapped for 0.9211
CorpCo stock. Each Portugal Telecom share would be the
equivalent of 2.2911 euros in CorpCo shares to be issued at the
price of the capital hike, plus 0.6330 CorpCo shares.
(Reporting by Luciana Bruno, Leonardo Goy and Alberto Alerigi
Jr; Writing by Guillermo Parra-Bernal; Editing by Jeffrey
Benkoe, Andrew Hay and Richard Chang)