NET Enters into Share Purchase Agreement to Acquire Vivax

10/12/2006

On October 12, NET Serviços sent to the Brazilian Securities and Exchange Commission (CVM) a Material Fact announcing the Company entered into Share Purchase Agreement to acquire Vivax, a cable TV operator present in 34 cities in the states of São Paulo, Rio de Janeiro and Amazonas. 

The process of acquisition will be accomplished in two stages:

1) Acquisition of minority interest: purchase of shares of Horizon Telecom Internacional LLC (HTI), which holds 9% of Vivax`s common shares and 20.4% of its preferred shares, in addition to 81.82% of Brasil TV a Cabo Participações S/A (BTVC). For such acquisition, NET will perform a capital increase with asset payment totaling 23,010,140 preferred shares. Simultaneously, it will perform a common share capital increase, subscribed in cash, totaling 1,355,713 common shares.
2) After the conclusion of the first stage and the approval of Anatel, NET will acquire Vivax`s control, closing the trading of the purchase of BTVC`s remaining shares, which holds 52.6% of Vivax`s common shares.

Both companies comprise 77 Brazilian cities, out of which 43 in the State of São Paulo. The business will allow NET to operate also in the State of Manaus (AM) and other two cities in the State of Rio de Janeiro (Barra Mansa and Resende).