NET SERVIÇOS DE COMUNICAÇÃO S.A. (Name of Subject Company)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C Schedule TO (Amendment No. 2) 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 Rio de Janeiro, RJ, Brazil Telephone: (55) with copies to Nicolas Grabar, Esq. Neil Whoriskey, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY Telephone: (212) (Name, Addresses and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of Filing Persons) CALCULATION OF FILING FEE Transaction Valuation (1) Amount of Filing Fee (2) $71,348, $8, (1) Estimated for purposes of calculating the filing fee pursuant to Rule 0-11(d) only. The Transaction Valuation was calculated assuming the purchase of all outstanding Preferred Shares, no par value (including Preferred Shares represented by American Depositary Shares), other than shares owned directly or indirectly by the Filing Persons at a purchase price of R$26.64 in cash per Preferred Share. As of September 20, 2012, there were 228,503,916 Preferred Shares outstanding (including Preferred Shares represented by American Depositary Shares), of which 223,080,448 are owned directly or indirectly by the Filing Persons. As a result, this calculation assumes the purchase of 5,423,468 outstanding Preferred Shares. The Transaction Valuation was calculated in Brazilian reais (R$) and converted into U.S. dollars at the exchange rate in effect on August 8, 2012 of U.S.$1 = R$2.025, as reported by Bloomberg L.P. (2) The amount of the filing fee, calculated in accordance with Rule 0-11(d) of the Securities Exchange Act of 1934, equals of the transaction valuation. È 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. Amount Previously Paid: $8, Filing Party: Empresa Brasileira de Telecomunicações S.A. Embratel, Embratel Participações S.A. and GB Empreendimentos e Participações S.A. Form or Registration No: Schedule TO Date Filed: August 13, 2012 Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: È third-party tender offer subject to Rule 14d-1. issuer tender offer subject to Rule 13e-4. È going-private transaction subject to Rule 13e-3. amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: Rule 13e-4(i) (Cross-Border Issuer Tender Offer) È Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

2 THE INFORMATION CONTAINED HEREIN IS PRELIMINARY AND IS SUBJECT TO CHANGE AND COMPLETION. THE OFFER DESCRIBED HEREIN HAS NOT YET COMMENCED, AND THIS COMMUNICATION IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OR RECOMMENDATION OF AN OFFER TO SELL COMMON SHARES OR PREFERRED SHARES (INCLUDING PREFERRED SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES) OF NET SERVIÇOS DE COMUNICAÇÃO S.A. ( NET ), NOR SHALL THERE BE ANY SALE OR PURCHASE OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH JURISDICTION. AT THE TIME THE OFFER IS COMMENCED, EMPRESA BRASILEIRA DE TELECOMUNICAÇÕES S.A. EMBRATEL, EMBRATEL PARTICIPAÇÕES S.A. AND GB EMPREENDIMENTOS E PARTICIPAÇÕES S.A. (TOGETHER, THE OFFERORS ) WILL FILE AN AMENDED TENDER OFFER STATEMENT ON SCHEDULE TO WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE SEC ). NET S SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE AMENDED SCHEDULE TO AND RELATED TENDER OFFER DOCUMENTS WHEN THEY ARE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT NET S SHAREHOLDERS SHOULD CONSIDER BEFORE TENDERING THEIR COMMON SHARES OR PREFERRED SHARES (INCLUDING PREFERRED SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES). This Tender Offer Statement on this combined Schedule TO and Schedule 13E-3 under cover of Schedule TO (this Schedule TO ) is being filed by Empresa Brasileira de Telecomunicações S.A. Embratel, Embratel Participações S.A. and GB Empreendimentos e Participações S.A. (together, the Offerors ) and relates to the offer by the Offerors to purchase any and all outstanding common shares, no par value ( Common Shares ), and preferred shares, no par value ( Preferred Shares ), including Preferred Shares represented by American Depositary Shares ( ADSs ), of Net Serviços de Comunicação S.A., a corporation organized under the laws of the Federative Republic of Brazil ( Net ). The offer is being made on the terms and conditions set forth in the offer to purchase dated, 2012 (the Offer to Purchase ) attached hereto as Exhibit (a)(1)(i) and incorporated herein by reference and the related ADS letter of transmittal attached hereto as Exhibit (a)(1)(ii) and incorporated herein by reference. This offer is being conducted concurrently in the United States and Brazil. This Schedule TO is intended solely for holders of Common Shares and Preferred Shares that are U.S. residents (within the meaning of Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended) and holders of ADSs representing Preferred Shares wherever located. Separate offer materials for holders of Common Shares and Preferred Shares that are not U.S. residents are being published in Portuguese in Brazil. In addition, a short circular for use by holders of Preferred Shares listed on the Mercado de Valores Latinoamericanos is being published in Spanish concurrently in Spain. Unless otherwise defined herein, capitalized terms used in this Schedule TO shall have the meaning given to them in the Offer to Purchase. The information set forth in the Offer to Purchase is incorporated herein by reference with respect to Items 1 through 11 of this Schedule TO. 1

3 Item 12. Exhibits. (a)(1)(i) Offer to Purchase, dated, (a)(1)(ii)* Form of ADS Letter of Transmittal. (a)(1)(iii)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(iv)* Form of Letter to Clients. (a)(1)(v)* Notice of Offer to Purchase Shares of Common Shares and Preferred Shares Issued by Net Serviços de Comunicação S.A., as made public on, (English translation). (a)(1)(vi)* Form of summary advertisement published on, (a)(1)(vii)* Text of Press Release issued by the Offerors on, (b) None. (c)(i) Valuation Report by BTG Pactual, filed with the Comissão de Valores Mobiliários on June 6, 2012 (English translation) (incorporated herein by reference to Exhibit 99.1 of the Offerors precommencement communication filing on Schedule TO on June 7, 2012). (c)(ii) Revised Valuation Report by BTG Pactual, filed with the Comissão de Valores Mobiliários, as made public on October 1, 2012 (English translation) (incorporated herein by reference to Exhibit 99.1 of the Offerors pre-commencement communication filing on Schedule TO on October 1, 2012). (d)(i) Shareholders Agreement, dated as of March 21, 2005, among Globo Comunicações e Participações S.A., Distel Holdings S.A, Latam do Brasil Participações S.A., GB and Teléfonos de México, S.A. de C.V., as an intervening party (English translation) (incorporated herein by reference to Net s report on Form 6-K, furnished to the U.S. Securities and Exchange Commission ( SEC ) on April 8, 2005). (d)(ii) First Amendment to Shareholders Agreement, dated as of March 21, 2005, among Globo Comunicações e Participações S.A., Distel Holding S.A, Latam do Brasil Participações S.A., GB and Teléfonos de México, S.A. de C.V., as an intervening party (English translation) (incorporated herein by reference to Net s report on Form 6-K, furnished to the SEC on September 6, 2006). (d)(iii) Second Amendment to Shareholders Agreement, dated as of April 28, 2006, among Globo Comunicações e Participações S.A., Distel Holdings S.A, Latam do Brasil Participações S.A., GB and Teléfonos de México, S.A. de C.V., as an intervening party (English translation) (incorporated herein by reference to Net s report on Form 6-K, furnished to the SEC on August 5, 2010). (d)(iv) Third Amendment to Shareholders Agreement, dated as of September 18, 2009, among Globo Comunicação e Participações S.A., Distel Holdings S.A, Latam do Brasil Participações S.A., GB and Teléfonos de México, S.A. de C.V., as an intervening party (English translation) (incorporated herein by reference to Net s report on Form 6-K, furnished to the SEC on August 5, 2010). (d)(v) Shareholders Agreement, dated as of March 21, 2005, among Globo Comunicações e Participações S.A., Distel Holdings S.A., Latam do Brasil Participações S.A. and GB and Teléfonos de México, S.A. de C.V., as intervening parties, (English translation) (incorporated herein by reference to Exhibit 4.2 to Embrapar s 2006 annual report on Form 20-F, filed on July 14, 2006), along with Attachment I, Net s Shareholders Agreement (English translation) (incorporated herein by reference to Net s report on Form 6-K, furnished to the SEC on April 8, 2005) and Attachment II, By-laws of GB (English translation) (incorporated herein by reference to Exhibit 4.2 to Embrapar s 2005 annual report on Form 20-F, filed on July 14, 2006). (d)(vi) Licensing Agreement, dated as of June 27, 2004, between Net Brasil S.A., Net Serviços de Comunicação S.A. and its Subsidiaries named therein (English translation) (incorporated herein by reference to Exhibit 10.6 to Net s Amendment No. 1 to its registration statement on Form F-4, filed on February 7, 2005). 2

4 (d)(vii) (d)(viii) (d)(ix) (d)(x) (d)(xi) (d)(xii) (d)(xiii) (d)(xiv) (d)(xv) (d)(xvi) (d)(xvii) (d)(xviii) (d)(xix) (d)(xx) (d)(xxi) Services Agreement and Other Covenants between Net and Embratel (English translation) (incorporated herein by reference to Exhibit 4.10 to Net s 2006 annual report on Form 20-F, filed on March 9, 2007). First addendum to the Services Agreement and Other Covenants between Net and Embratel, dated July 31, 2007 (English translation) (incorporated herein by reference to Exhibit 4.5 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Second addendum to the Services Agreement and Other Covenants between Net and Embratel, dated April 4, 2008 (English translation) (incorporated herein by reference to Exhibit 4.6 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Third addendum to the Services Agreement and Other Covenants between Net and Embratel, dated September 25, 2009 (English translation) (incorporated herein by reference to Exhibit 4.6 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Fourth addendum to the Services Agreement and Other Covenants between Net and Embratel, dated December 29, 2009 (English translation) (incorporated herein by reference to Exhibit 4.8 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Indefeasible Right Agreement of transmission capacity in local accesses by Embratel to be provided by Net, dated December 29, 2009 (English translation) (incorporated herein by reference to Exhibit 4.9 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Indefeasible Right Agreement of transmission capacity in Internet accesses by Net to be provided by Embratel, dated December 29, 2009 (English translation) (incorporated herein by reference to Exhibit 4.10 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Commitment letter for provision of Internet services to be provided by Embratel to Net, dated June 26, 2003 (English translation) (incorporated herein by reference to Exhibit 4.11 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Addendum to the commitment letter for provision of Internet services to be provided by Embratel to Net, dated November 17, 2009 (English translation) (incorporated herein by reference to Exhibit 4.12 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Addendum to the commitment letter for provision of Internet services to be provided by Embratel to Net, dated December 29, 2009 (English translation) (incorporated herein by reference to Exhibit 4.13 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Telecommunications Service Agreement under the Industrial Exploration Regime and Other Covenants between Net and Embratel, dated December 7, 2006 (English translation) (incorporated herein by reference to Exhibit 4.14 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). First Addendum to the Telecommunications Service Agreement under the Industrial Exploration Regime and Other Covenants between Net and Embratel, dated April 18, 2008 (English translation) (incorporated herein by reference to Exhibit 4.15 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Optical Fiber Lease Agreement, dated November 22, 2005 (English translation) (incorporated herein by reference to Exhibit (e)(18) to Net s 14D-9, filed on September 14, 2010). First Amendment to the Optical Fiber Lease Agreement, dated August 29, 2008 (English translation) (incorporated herein by reference to Exhibit (e)(19) to Net s 14D-9, filed on September 14, 2010). Loan and Guaranty Agreement, dated June 19, 2008, among Banco Inbursa S.A., Net Serviços and the guarantor subsidiaries parties thereto (English translation) (incorporated herein by reference to Exhibit (e)(20) to Net s 14D-9, filed on September 14, 2010). 3

5 (f) (g) (h) Not Applicable. None. None. * To be filed by amendment. Item 13. Information Required by Schedule 13E 3. The information set forth in the Offer to Purchase is incorporated by reference herein in answer to Items 1 through 16 of Schedule 13E 3, except to those items as to which information is specifically provided below. Item 2 to Schedule 13E 3. Subject Company Information (e) Prior Public Offerings: None. Item 13 to Schedule 13E-3. Financial Information (a)(1) Net s audited consolidated financial statements included in pp. F-1 to F-71 of its annual report on Form 20-F for the fiscal year ended December 31, 2011 are incorporated herein by reference. (a)(2) Financial Information: Not Applicable. (b) Pro forma financial information: Not Applicable. The financial information incorporated herein by reference may be obtained in the manner described under Where You Can Find More Information About Net in THE TENDER OFFER Section 8. Certain Information About Net of the Offer to Purchase. Item 14 to Schedule 13E 3. Persons/Assets, Retained, Employed, Compensated or Used. (b) Employees and Corporate Assets: None. 4

6 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated:, 2012 EMPRESA BRASILEIRA DE TELECOMUNICAÇÕES S.A. EMBRATEL By: Name: Title: EMBRATEL PARTICIPAÇÕES S.A. By: Name: Title: GB EMPREENDIMENTOS E PARTICIPAÇÕES S.A. By: Name: Title: 5

7 EXHIBIT INDEX (a)(1)(i) Offer to Purchase, dated, (a)(1)(ii)* Form of ADS Letter of Transmittal. (a)(1)(iii)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(iv)* Form of Letter to Clients. (a)(1)(v)* Notice of Offer to Purchase Shares of Common Shares and Preferred Shares Issued by Net Serviços de Comunicação S.A., as made public on, (English translation). (a)(1)(vi)* Form of summary advertisement published on, (a)(1)(vii)* Text of Press Release issued by the Offerors on, (b) None. (c)(i) Valuation Report by BTG Pactual, filed with the Comissão de Valores Mobiliários on June 6, 2012 (English translation) (incorporated herein by reference to Exhibit 99.1 of the Offerors precommencement communication filing on Schedule TO on June 7, 2012). (c)(ii) Revised Valuation Report by BTG Pactual, filed with the Comissão de Valores Mobiliários, as made public on October 1, 2012 (English translation) (incorporated herein by reference to Exhibit 99.1 of the Offerors pre-commencement communication filing on Schedule TO on October 1, 2012). (d)(i) Shareholders Agreement, dated as of March 21, 2005, among Globo Comunicações e Participações S.A., Distel Holdings S.A, Latam do Brasil Participações S.A., GB and Teléfonos de México, S.A. de C.V., as an intervening party (English translation) (incorporated herein by reference to Net s report on Form 6-K, furnished to the U.S. Securities and Exchange Commission ( SEC ) on April 8, 2005). (d)(ii) First Amendment to Shareholders Agreement, dated as of March 21, 2005, among Globo Comunicações e Participações S.A., Distel Holding S.A, Latam do Brasil Participações S.A., GB and Teléfonos de México, S.A. de C.V., as an intervening party (English translation) (incorporated herein by reference to Net s report on Form 6-K, furnished to the SEC on September 6, 2006). (d)(iii) Second Amendment to Shareholders Agreement, dated as of April 28, 2006, among Globo Comunicações e Participações S.A., Distel Holdings S.A, Latam do Brasil Participações S.A., GB and Teléfonos de México, S.A. de C.V., as an intervening party (English translation) (incorporated herein by reference to Net s report on Form 6-K, furnished to the SEC on August 5, 2010). (d)(iv) Third Amendment to Shareholders Agreement, dated as of September 18, 2009, among Globo Comunicação e Participações S.A., Distel Holdings S.A, Latam do Brasil Participações S.A., GB and Teléfonos de México, S.A. de C.V., as an intervening party (English translation) (incorporated herein by reference to Net s report on Form 6-K, furnished to the SEC on August 5, 2010). (d)(v) Shareholders Agreement, dated as of March 21, 2005, among Globo Comunicações e Participações S.A., Distel Holdings S.A., Latam do Brasil Participações S.A. and GB and Teléfonos de México, S.A. de C.V., as intervening parties, (English translation) (incorporated herein by reference to Exhibit 4.2 to Embrapar s 2006 annual report on Form 20-F, filed on July 14, 2006), along with Attachment I, Net s Shareholders Agreement (English translation) (incorporated herein by reference to Net s report on Form 6-K, furnished to the SEC on April 8, 2005) and Attachment II, By-laws of GB (English translation) (incorporated herein by reference to Exhibit 4.2 to Embrapar s 2005 annual report on Form 20-F, filed on July 14, 2006). (d)(vi) Licensing Agreement, dated as of June 27, 2004, between Net Brasil S.A., Net Serviços de Comunicação S.A. and its Subsidiaries named therein (English translation) (incorporated herein by reference to Exhibit 10.6 to Net s Amendment No. 1 to its registration statement on Form F-4, filed on February 7, 2005). 6

8 (d)(vii) (d)(viii) (d)(ix) (d)(x) (d)(xi) (d)(xii) (d)(xiii) (d)(xiv) (d)(xv) (d)(xvi) (d)(xvii) (d)(xviii) (d)(xix) (d)(xx) (d)(xxi) Services Agreement and Other Covenants between Net and Embratel (English translation) (incorporated herein by reference to Exhibit 4.10 to Net s 2006 annual report on Form 20-F, filed on March 9, 2007). First addendum to the Services Agreement and Other Covenants between Net and Embratel, dated July 31, 2007 (English translation) (incorporated herein by reference to Exhibit 4.5 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Second addendum to the Services Agreement and Other Covenants between Net and Embratel, dated April 4, 2008 (English translation) (incorporated herein by reference to Exhibit 4.6 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Third addendum to the Services Agreement and Other Covenants between Net and Embratel, dated September 25, 2009 (English translation) (incorporated herein by reference to Exhibit 4.6 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Fourth addendum to the Services Agreement and Other Covenants between Net and Embratel, dated December 29, 2009 (English translation) (incorporated herein by reference to Exhibit 4.8 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Indefeasible Right Agreement of transmission capacity in local accesses by Embratel to be provided by Net, dated December 29, 2009 (English translation) (incorporated herein by reference to Exhibit 4.9 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Indefeasible Right Agreement of transmission capacity in Internet accesses by Net to be provided by Embratel, dated December 29, 2009 (English translation) (incorporated herein by reference to Exhibit 4.10 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Commitment letter for provision of Internet services to be provided by Embratel to Net, dated June 26, 2003 (English translation) (incorporated herein by reference to Exhibit 4.11 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Addendum to the commitment letter for provision of Internet services to be provided by Embratel to Net, dated November 17, 2009 (English translation) (incorporated herein by reference to Exhibit 4.12 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Addendum to the commitment letter for provision of Internet services to be provided by Embratel to Net, dated December 29, 2009 (English translation) (incorporated herein by reference to Exhibit 4.13 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Telecommunications Service Agreement under the Industrial Exploration Regime and Other Covenants between Net and Embratel, dated December 7, 2006 (English translation) (incorporated herein by reference to Exhibit 4.14 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). First Addendum to the Telecommunications Service Agreement under the Industrial Exploration Regime and Other Covenants between Net and Embratel, dated April 18, 2008 (English translation) (incorporated herein by reference to Exhibit 4.15 to Net s 2009 annual report on Form 20-F, filed on April 21, 2010). Optical Fiber Lease Agreement, dated November 22, 2005 (English translation) (incorporated herein by reference to Exhibit (e)(18) to Net s 14D-9, filed on September 14, 2010). First Amendment to the Optical Fiber Lease Agreement, dated August 29, 2008 (English translation) (incorporated herein by reference to Exhibit (e)(19) to Net s 14D-9, filed on September 14, 2010). Loan and Guaranty Agreement, dated June 19, 2008, among Banco Inbursa S.A., Net Serviços and the guarantor subsidiaries parties thereto (English translation) (incorporated herein by reference to Exhibit (e)(20) to Net s 14D-9, filed on September 14, 2010). 7

9 (f) (g) (h) Not Applicable. None. None. * To be filed by amendment. 8

10 SUBJECT TO COMPLETION DRAFT OFFER TO PURCHASE, DATED OCTOBER 17, 2012 NONE OF EMPRESA BRASILEIRA DE TELECOMUNICAÇÕES S.A. EMBRATEL, EMBRATEL PARTICIPAÇÕES S.A. OR GB EMPREENDIMENTOS E PARTICIPAÇÕES S.A. NOR ANY OF THEIR AFFILIATES HAS COMMENCED THE TENDER OFFER TO WHICH THIS DRAFT OFFER TO PURCHASE RELATES. THE INFORMATION IN THIS DRAFT OFFER TO PURCHASE IS NOT COMPLETE AND MAY BE CHANGED. Offer to Purchase for Cash Any and All Outstanding Common Shares and Outstanding Preferred Shares (including Preferred Shares Represented by American Depositary Shares) at Brazilian reais per Common Share and per Preferred Share, in each case plus interest at the CDI Rate of NET SERVIÇOS DE COMUNICAÇÃO S.A. by EMPRESA BRASILEIRA DE TELECOMUNICAÇÕES S.A. EMBRATEL, EMBRATEL PARTICIPAÇÕES S.A. AND GB EMPREENDIMENTOS E PARTICIPAÇÕES S.A. THIS TENDER OFFER AND ASSOCIATED WITHDRAWAL RIGHTS EXPIRE, IN THE CASE OF HOLDERS OF AMERICAN DEPOSITARY SHARES TENDERING THROUGH THE BANK OF NEW YORK MELLON, AS RECEIVING AGENT, AT 10:00 A.M., NEW YORK CITY TIME AND, IN THE CASE OF HOLDERS OF COMMON SHARES AND PREFERRED SHARES TENDERING DIRECTLY, AT 5:00 P.M., NEW YORK CITY TIME, IN EACH CASE ON, 2012, UNLESS THE TENDER OFFER IS EXTENDED. Empresa Brasileira de Telecomunicações S.A. Embratel, ( Embratel ), Embratel Participações S.A. ( Embrapar ) and GB Empreendimentos e Participações S.A. ( GB, and together with Embratel and Embrapar, the Offerors ), each a corporation organized under the laws of the Federative Republic of Brazil, hereby offer to purchase any and all outstanding common shares, no par value ( Common Shares ), and outstanding preferred shares, no par value ( Preferred Shares ), including Preferred Shares represented by American Depositary Shares ( ADSs ), of Net Serviços de Comunicação S.A., a corporation organized under the laws of the Federative Republic of Brazil ( Net ), other than those held by the Offerors or their affiliates, in cash at a price of Brazilian reais ( R$ ) per Common Share and per Preferred Share (for reference, equivalent to approximately U.S.$ per ADS based on the average of the buy and sell U.S. dollar-brazilian real exchange rates indicated under transaction PTAX 800, option 5 published by the Central Bank of Brazil through the SISBACEN system at 7:00 p.m., Brasilia time, on, 2012, which was U.S.$1.00 = R$ ), in each case plus interest at the benchmark interest rate of the Interbank Deposit Certificate, Certificado de Depósito Interbancário (for reference, approximately % on, 2012), calculated pro rata from June 8, 2012 to the Settlement Date (as defined herein), net of the stock exchange and settlement fee described herein, any applicable brokerage fees or commissions and applicable withholding taxes, upon the terms and subject to the conditions set forth in this offer to purchase and the related ADS letter of transmittal. ADS holders tendering the Preferred Shares represented by their ADSs through The Bank of New York Mellon, as receiving agent, will receive payment in U.S. dollars, which shall also be net of expenses for converting Brazilian reais to U.S. dollars, any applicable taxes and fees associated with the cancellation of the ADSs representing Preferred Shares purchased in the tender offer. The tender offer is not subject to any conditions other than that the Common Shares and Preferred Shares (including Preferred Shares represented by ADSs) be validly tendered. The tender offer is a unified offer for Brazilian purposes, in that it satisfies two different offer requirements under Brazilian law: (i) a mandatory offer in connection with an indirect change in control of Net; and (ii) a voluntary offer in connection with Net s withdrawal from the Level 2 listing regime of the BM&FBOVESPA Bolsa de Valores, Mercadorias e Futuros (the São Paulo Stock Exchange ). After the completion of the tender offer, the Common Shares and Preferred Shares will continue to be listed on the São Paulo Stock Exchange under its general listing regime. The tender offer will be conducted as an auction on the São Paulo Stock Exchange pursuant to Brazilian law and practice, and holders of Common Shares and Preferred Shares must qualify for, and be represented at the auction by, a Brazilian brokerage firm authorized to conduct trades on the São Paulo Stock Exchange (a Brokerage Firm ). A holder of ADSs representing Preferred Shares may participate in the tender offer by (1) delivering its ADSs to The Bank of New York Mellon, as receiving agent, and instructing the receiving agent to tender the Preferred Shares underlying those ADSs in the tender offer on its behalf or (2) surrendering its ADSs to JPMorgan Chase Bank N.A., as ADS depositary, withdrawing the Preferred Shares underlying the ADSs from the ADS program and participating directly in the tender offer as a holder of Preferred Shares, in which case the holder needs to allow sufficient time to complete all required steps described in this offer to purchase. See THE TENDER OFFER Section 3 Procedures for Participating in the Tender Offer. Each ADS represents one Preferred Share of Net. Questions or requests for assistance may be directed to the U.S. information agent set forth on the back cover of this offer to purchase. Additional copies of this offer to purchase may also be obtained from the U.S. information agent. You must make your own decision as to whether to tender your Common Shares or Preferred Shares and, if so, how many to tender. None of the Offerors, their respective boards of directors or executive officers makes any recommendation as to whether you should tender your Common Shares or Preferred Shares. If you are in any doubt as to the action you should take, contact your broker, lawyer, accountant or other professional advisor without delay. This tender offer is being conducted concurrently in the United States and Brazil and is being made to all holders of Common Shares, Preferred Shares and ADSs. This offer document is intended solely for holders of Common Shares and Preferred Shares that are U.S. residents (within the meaning of Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended) and holders of ADSs representing Preferred Shares wherever located. Separate offer materials for holders of Common Shares or Preferred Shares that are not U.S. residents are being published in Portuguese in Brazil. NONE OF THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION, HAS: (A) APPROVED OR DISAPPROVED THE TENDER OFFER; (B) PASSED UPON THE MERITS OR FAIRNESS OF THE TENDER OFFER; OR (C) PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This offer to purchase and the related ADS letter of transmittal contain important information. You should carefully read both documents in their entirety before making a decision with respect to this tender offer., 2012

11 IMPORTANT INFORMATION In accordance with applicable Brazilian regulations, the Offerors will purchase the Common Shares and Preferred Shares tendered in the tender offer through an auction on the São Paulo Stock Exchange that is currently scheduled to occur at 2:00 p.m., New York City time, on, 2012, one business day after the Expiration Date (the Auction Date ), and holders of Common Shares and Preferred Shares must qualify for, and be represented at the auction by, a Brokerage Firm. We will pay for the Common Shares and Preferred Shares purchased in the tender offer on the settlement date (the Settlement Date ), which we expect will be the third Brazilian business day after the Auction Date, in accordance with the rules established by the clearing and settlement chamber of the São Paulo Stock Exchange. Subject to the terms described herein, unless the Offerors extend the tender offer, to participate in the tender offer a holder must tender: (1) if a holder of ADSs electing to tender Preferred Shares represented by ADSs through The Bank of New York Mellon, as receiving agent, prior to 10:00 a.m., New York City time on, 2012 (such date, as it may be extended by us, the Expiration Date ), and (2) if a holder of Common Shares or Preferred Shares, prior to 5:00 p.m., New York City time, on the Expiration Date.

12 TABLE OF CONTENTS Page SUMMARY TERM SHEET... 1 INTRODUCTION SPECIAL FACTORS Background of the Tender Offer Purpose of and Reasons for the Tender Offer; Plans for Net Following the Tender Offer Certain Effects of the Tender Offer Certain Rights of Shareholders Following the Tender Offer Position of the Offerors Regarding Fairness of the Tender Offer Position of Net s Board of Directors Regarding Fairness of the Tender Offer Valuation Report of BTG Pactual Interests of Certain Persons in the Tender Offer; Security Ownership; Transactions and Arrangements Concerning the Common Shares, Preferred Shares and ADSs Contacts or Transactions with Net THE TENDER OFFER Terms of the Tender Offer and Expiration Date Acceptance for Payment and Payment for Shares Procedures for Participating in the Tender Offer Withdrawal Rights Source and Amount of Funds Certain U.S. Federal Income and Brazilian Tax Consequences Certain Information about the Common Shares, Preferred Shares and ADSs Certain Information about Net Certain Information about Embratel, Embrapar and GB Certain Legal and Regulatory Matters Fees and Expenses Miscellaneous SCHEDULE 1: INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS OF EMBRATEL, EMBRAPAR, GB AND CERTAIN OF THEIR AFFILIATES... S-1 SCHEDULE 2: RECENT ACQUISITIONS OF NET S SECURITIES BY THE OFFERORS... S-6 i

13 SUMMARY TERM SHEET This summary term sheet summarizes the material terms of the tender offer. You should read carefully the remainder of this offer to purchase and the related ADS letter of transmittal because important additional information is contained therein. In this offer to purchase, we, us and our refers to Empresa Brasileira de Telecomunicações S.A. Embratel, Embratel Participações S.A. and GB Empreendimentos e Participações S.A., collectively. Questions or requests for assistance may be directed to the U.S. information agent set forth on the back cover of this offer to purchase. TheTenderOffer: We are offering to purchase any and all outstanding common shares, no par value (the Common Shares ), and outstanding preferred shares, no par value ( Preferred Shares ), including Preferred Shares represented by American Depositary Shares ( ADSs ), of Net Serviços de Comunicação S.A. ( Net ), other than those held by us or our affiliates, in cash at a price of Brazilian reais ( R$ ) per Common Share and per Preferred Share (for reference, equivalent to approximately U.S.$ per ADS based on the average of the buy and sell U.S. dollar-brazilian real exchange rates indicated under transaction PTAX 800, option 5 published by the Central Bank of Brazil (the Central Bank ) through the SISBACEN system at 7:00 p.m., Brasilia time ( PTAX exchange rate ), on, 2012, which was U.S.$1.00 = R$ ), in each case plus interest at the benchmark interest rate of the Interbank Deposit Certificate, Certificado de Depósito Interbancário (the CDI Rate, for reference, approximately % on, 2012), calculated pro rata from June 8, 2012 to the Settlement Date (as defined herein), net of the stock exchange and settlement fee described herein, any applicable brokerage fees or commissions and applicable withholding taxes, upon the terms and subject to the conditions set forth in this offer to purchase and the related ADS letter of transmittal. ADS holders tendering the Preferred Shares represented by their ADSs through The Bank of New York Mellon, as receiving agent, will receive payment in U.S. dollars, which shall also be net of expenses for converting Brazilian reais to U.S. dollars, any applicable taxes and fees associated with the cancellation of the ADSs representing Preferred Shares purchased in the tender offer. Such cancellation fees will be remitted to JPMorgan Chase Bank N.A. ( JPMorgan Chase Bank ), as ADS depositary. The tender offer will be conducted as an auction on the BM&FBOVESPA Bolsa de Valores, Mercadorias e Futuros (the São Paulo Stock Exchange ) pursuant to Brazilian law and practice, and holders of Common Shares and Preferred Shares must qualify for, and be represented at the auction by, a Brazilian brokerage firm authorized to conduct trades on the São Paulo Stock Exchange (a Brokerage Firm ). Reasons for the Tender Offer: The tender offer is a unified offer for Brazilian purposes, in that it satisfies two different offer requirements under Brazilian law: (i) a mandatory offer in connection with an indirect change in control of Net (the Change in Control of Net ); and (ii) a voluntary offer in connection with Net s withdrawal from the Level 2 listing regime (the Level 2 Delisting ) of the São Paulo Stock Exchange. Under the terms of certain shareholders agreements to which Empresa Brasileira de Telecomunicações S.A. Embratel ( Embratel ) and Embratel Participações S.A ( Embrapar ) are parties (the Shareholders Agreements ), upon a change of Brazilian law so that a non-brazilian entity could legally own a controlling interest in Net, Embrapar would have the right to acquire control over Net. Due to a change in Brazilian law, as of September 12, 2011, a non-brazilian entity is permitted to own a controlling interest in Net. On March 5, 2012, in accordance with the Shareholders Agreements, Embrapar acquired indirect control of Net by exercising its option to purchase from Globo Comunicação e Participações S.A. a controlling stake in GB Empreendimentos e Participações S.A. ( GB ), Net s controlling shareholder. As a result of the Change in Control of Net, pursuant to applicable Brazilian law and regulations, we are required to offer to purchase all of Net s Common Shares and Preferred Shares, including Preferred Shares represented by ADSs. See SPECIAL FACTORS Background of the Tender Offer. The tender offer also has been structured to satisfy the requirements in connection with the Level 2 Delisting. The São Paulo Stock Exchange s Corporate Governance Level 2 Listing Regulation (the Level 2 1

14 Regulation ) requires that at all times at least 25% of an issuer s total capital stock be part of a free float consisting of outstanding shares held by persons or entities other than those party to a shareholders agreement or the controlling shareholder and its affiliates. We are pursuing the Level 2 Delisting because Net s free float has fallen below the 25% minimum required under the Level 2 Regulation. After the completion of the tender offer, the Common Shares and Preferred Shares will continue to be listed on the São Paulo Stock Exchange under its general listing regime, but will no longer be subject to certain rules related to mandatory disclosure, tender offers, delisting and deregistration and general corporate governance of the Level 2 Regulation. See SPECIAL FACTORS Certain Effects of the Tender Offer. Relationship between the Offerors and Net: As of August 30, 2010, Embratel and Embrapar together directly owned 38% of the Common Shares and 12.9% of the Preferred Shares, while GB directly owned 51% of the Common Shares. Embratel was the bidder in a tender offer for Net s Preferred Shares, including those represented by ADSs, which was launched in August 2010 and completed in January 2011, after which Embratel held 193,701,299, or 84.77%, of the Preferred Shares. In March 2012, Embrapar exercised its right under the Shareholders Agreements to purchase a controlling stake in GB, and, as of March 31, 2012, it had acquired 1,077,520 or 5.5% of GB s common shares at a price of R$5.98 per share. Because GB is Net s controlling shareholder, the change in control of GB also resulted in the Change in Control of Net. On September 17, 2012, Globo Comunicações e Participações S.A. ( Globo ), Embrapar and Embratel undertook a corporate reorganization of their holdings in GB and Net to address regulatory concerns raised by the Brazilian National Telecommunications Agency, Agência Nacional de Telecomunicações Anatel. This reorganization involved (i) the transfer of 12,436,716 Common Shares held by GB to EG Participações S.A., an entity controlled by Embrapar ( EG ), through a partial spin-off by GB of these Net shares and the subsequent merger of the spun-off assets with EG; (ii) the transfer of 1,643,988 Common Shares directly held by Globo to EG through a capital increase; and (iii) the transfer of all Common Shares and Preferred Shares directly held by Embrapar and Embratel to GB through a capital increase. See SPECIAL FACTORS Background of the Tender Offer for more information about the corporate reorganization. As a result of the above transactions, Embratel and Embrapar no longer directly own any of Net s shares, and together they own 100% of GB s shares. GB directly owns 89,446,769 Common Shares and 223,080,448 Preferred Shares of Net, representing 78.15% of the total number of Net s Common Shares, 97.63% of the total number of its Preferred Shares (including Preferred Shares represented by ADSs) and 91.13% of the total number of Net s Common Shares and Preferred Shares (including Preferred Shares represented by ADSs), taken as a whole. EG owns 14,080,704 Common Shares, currently representing 12.30% of the total number of Net s Common Shares, or 4.11% of the total number of Net s Common Shares and Preferred Shares (including Preferred Shares represented by ADSs), taken as a whole. EG has issued and outstanding 7,040,352 common shares and 7,040,352 preferred shares. While EG s common shares and preferred shares have equivalent economic rights, the preferred shares have no voting rights. Embrapar and Embratel together own 51% of EG s common shares, and Globo owns the remaining 49% of EG s common shares and 100% of its preferred shares. Embrapar, Embratel and Net engage in a variety of transactions in the ordinary course of business and are party to certain commercial agreements, including those governing the lease of optical fibers, the use of broadband internet service, fixed-line telephony services, programming agreements and programming guides as well as certain loan and guarantee agreements. See SPECIAL FACTORS Interests of Certain Persons in the Tender Offer; Security Ownership; Transactions and Arrangements Concerning the Common Shares, Preferred Shares and ADSs. Minimum Price: Pursuant to applicable Brazilian law and regulations, certain minimum price requirements apply to this tender offer that are intended to protect minority shareholders in connection with the Change in Control of Net and the Level 2 Delisting. The offer price represents a premium to the minimum price we are required to pay unaffiliated holders under the Level 2 Regulation as a result of the Change in Control of Net. In addition, at Net s shareholder meeting held on April 5, 2012, unaffiliated minority shareholders qualified to vote unanimously approved the preparation of a valuation report (the Valuation Report ) by Banco BTG Pactual S.A. ( BTG Pactual ) to determine the economic value of Net s Common Shares and Preferred Shares, 2

15 which would be the minimum offer price under the Level 2 Regulation for the purposes of the Level 2 Delisting. The offer price is within the price range reflecting the economic value of Net s shares indicated by BTG Pactual in its Valuation Report, and, while below the midpoint of that range, it is substantially higher than the minimum price we are required to pay in the mandatory tender offer resulting from the Change in Control of Net. See SPECIAL FACTORS Valuation Report of BTG Pactual. Conditions: The tender offer is not subject to any conditions other than that the Common Shares and Preferred Shares (including Preferred Shares represented by ADSs) be validly tendered. Expiration Date: Subject to the exceptions described in this offer to purchase, the tender offer will expire (1) for ADS holders electing to tender Preferred Shares represented by ADSs through The Bank of New York Mellon, as receiving agent, at 10:00 a.m., New York City time (the ADS Expiration Time ), on, 2012 (such date, as it may be extended by us, the Expiration Date ), and (2) for holders of Common Shares and Preferred Shares, at 5:00 p.m., New York City time (the Share Expiration Time ), on the Expiration Date. Any ADS holder that wishes to participate directly in the tender offer, rather than tender Preferred Shares underlying ADSs through the receiving agent, must withdraw the Preferred Shares it wishes to tender from Net s ADS program and tender such shares prior to the Share Expiration Time on the Expiration Date. See THE TENDER OFFER Section 3 Procedures for Participating in the Tender Offer Holders of ADSs Direct Participation in the Tender Offer. The Common Shares and Preferred Shares tendered in the tender offer will be purchased through an auction on the São Paulo Stock Exchange that is currently scheduled to occur at 2:00 p.m., New York City time, on, 2012, one business day after the Expiration Date (the Auction Date ). There will be no guaranteed delivery process available to tender Common Shares or Preferred Shares (including Preferred Shares represented by ADSs). Procedures for Participating in the Tender Offer: The procedures for tendering differ depending on whether you hold ADSs representing Preferred Shares or you hold Common Shares or Preferred Shares directly. You should follow the instructions for tendering of Common Shares, Preferred Shares or Preferred Shares represented by ADSs, depending on your particular circumstances, set forth under THE TENDER OFFER Section 3 Procedures for Participating in the Tender Offer. Withdrawal: For a withdrawal of tendered Common Shares or Preferred Shares to be effective, the Brokerage Firm that has been instructed to tender your Common Shares or Preferred Shares (including the Preferred Shares underlying your ADSs) in the auction described in THE TENDER OFFER Section 2 Acceptance for Payment and Payment for Shares must withdraw the order to tender any or all of those Common Shares or Preferred Shares before the beginning of the auction on the Auction Date. If you wish to withdraw your tender of Common Shares or Preferred Shares, it is your responsibility to ensure that the Brokerage Firm that has been instructed to tender your Common Shares or Preferred Shares receives instructions to withdraw the tender of those Common Shares or Preferred Shares before that time. An ADS holder tendering through The Bank of New York Mellon, as receiving agent, is entitled to withdraw at any time prior to the ADS Expiration Time on the Expiration Date. Please note that if you are an ADS holder and you wish to be able to withdraw up until the beginning of the auction on the Auction Date, you will need to surrender your ADSs to JPMorgan Chase Bank, as ADS depositary, pay any applicable fee to JPMorgan Chase Bank in order to withdraw the Preferred Shares underlying the ADSs and participate directly in the tender offer as a holder of Preferred Shares by following the instructions in THE TENDER OFFER Section 3 Procedures for Participating in the Tender Offer Holders of ADSs Direct Participation in the Tender Offer. The JPMorgan Chase Bank cancel desk telephone number is ADS holders electing to participate directly in the tender offer must allow sufficient time for the completion of all required steps described in this offer to purchase before the Share Expiration Time on the Expiration Date. See THE TENDER OFFER Section 4 Withdrawal Rights. 3

16 For your convenience, please find additional detail on the tender offer below in a question and answer format, including additional detail on the procedures for tendering your Common Shares and Preferred Shares, including Preferred Shares represented by ADSs. Who is making the tender offer? What securities are being sought in the tender offer? Who can participate in this tender offer? Who may use this offer document? Why are there separate U.S. and Brazilian offer documents? The bidders are Embratel, Embrapar and GB. Embratel and Embrapar own 100% of GB s shares. GB directly owns 89,446,769 Common Shares and 223,080,448 Preferred Shares of Net, representing 78.15% of the total number of Net s Common Shares, 97.63% of the total number of its Preferred Shares (including Preferred Shares represented by ADSs) and 91.13% of the total number of Net s Common Shares and Preferred Shares (including Preferred Shares represented by ADSs), taken as a whole. EG owns 14,080,704 Common Shares, currently representing 12.30% of the total number of Net s Common Shares, or 4.11% of the total number of Net s Common Shares and Preferred Shares (including Preferred Shares represented by ADSs), taken as a whole. Embrapar and Embratel together own 51% of EG s common shares. We are indirectly controlled subsidiaries of América Móvil S.A.B. de C.V. ( América Móvil ) through its subsidiary Telmex Internacional S.A.B de C.V., which as a result may be deemed to be a beneficial owner of the Common Shares and Preferred Shares (including Preferred Shares represented by ADSs) owned by us. As of July 31, 2012, Carlos Slim Helú, together with his sons and daughters (together, the Slim Family ), through their beneficial ownership held by a trust and another entity and their direct ownership of shares, may be deemed to beneficially own approximately 65.6% of the outstanding voting securities of América Móvil. As a result, members of the Slim Family may also be deemed to be beneficial owners of the Common Shares and Preferred Shares (including Preferred Shares represented by ADSs) owned by us. See SPECIAL FACTORS Background of the Tender Offer and Interests of Certain Persons in the Tender Offer; Security Ownership; Transactions and Arrangements Concerning the Common Shares, Preferred Shares and ADSs and THE TENDER OFFER Section 9 Certain Information about Embratel, Embrapar and GB. Embratel is a subsidiary of Embrapar, and Embrapar controls both Embratel and GB. We are offering to purchase all Common Shares and Preferred Shares, including Preferred Shares represented by ADSs. The tender offer is being conducted concurrently in the United States and Brazil and is open to all holders of Common Shares, Preferred Shares and ADSs. This offer document is intended solely for holders of Common Shares and Preferred Shares that are U.S. residents (within the meaning of Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act )), and all holders of ADSs representing Preferred Shares wherever located. Holders of Common Shares and Preferred Shares that are not U.S. residents may not use this offer document. A separate offer document, called an Edital, for use by 4