Telebrás, through its subsidiaries (collectively, the "Telebrás System"), acquired almost all the Brazilian telephone companies, becoming a monopoly in the provision of public services of telecommunications in almost the entire country.
In May 1998, prior to its privatization, under the General Telecommunications Law (“Lei Geral das Telecomunicações), the Telebrás System was restructured to form, in addition to Telebrás, 12 new holding companies. Virtually all the assets and liabilities of Telebrás were allocated to the "new holding companies".
In July 1998, Brazilian Federal Government privatized the Telebrás System, selling substantially all of its shares in the new holding companies, including TelespPar and its shares in TSP and CTBC Borda, to the private sector. As a result of a subsequent restructuring of SP Telecomunicações on January 10, 1999, one of its subsidiaries, SPT Participações S.A., or SPT, became a controlling shareholder of TelespPar.
On August 3, 2000, the former wholly-owned subsidiary Telefônica Empresas SA was created with the purpose of providing Switched Packet Network services (“Rede Comutada de Pacote”) and, on January 30, 2001, our shareholders approved the spin-off of data transmission operations made by Telefónica Empresas SA for the creation of a new and independent Brazilian company, Telefônica Data Brasil Holding SA (TDBH). The merger of TDBH into the Company became effective in July 2006.
The Company's business, services and tariffs are regulated by ANATEL since June 16, 1997, in accordance with various decrees, decisions, plans and regulatory measures. We became the first operator to meet ANATEL's service goals. As a result, ANATEL has granted us a license to offer domestic and international long-distance services to our customers. As a result, on May 7, 2002, we began operating international long-distance services, and on July 29, 2002, we began operating the interregional long-distance service.
The Board of Directors of ANATEL, at an ANATEL meeting held on January 29, 2003, granted us the authorization to use the Multimedia Communication Service at a national level. The Company then offers voice and data services through several points of presence comprised of telecommunications networks and circuits.
On July 6, 2003, mobile operators began implementing a long-distance selection (CSP) code that allows the customer to choose the long-distance code for each domestic long-distance call or international calls, according to the rules of the Personal Mobile Service. As a result, the Company, having recognized the revenues obtained through these long-distance services, began to pay mobile operators for the use of their networks.
On September 4, 2004, the rules dictated by Resolution No. 373, dated June 3, 2004, were implemented to ensure the reconfiguration of the local areas for the Switched Fixed Telephone Service. As a consequence, all previously billed domestic long distance charges (Conurbates) are now billed at lower rates as local calls. In São Paulo, this change involved 53 municipalities, of which 39 are from Greater São Paulo.
As of December 30, 2004, we acquired the indirect control of Atrium Telecomunicações Ltda., A company controlled by Launceston Partners CV. Atrium provided various types of telecommunications services in Brazil, including Internet and Intranet services; telecommunications management services, sales, rental and management of telecommunications systems and related equipment. The acquisition occurred through the purchase of the total capital stock of Santo Genovese Participações Ltda., Which held 99.99% of the shares representing Atrium's capital stock.
On November 21, 2005, we approved the corporate restructuring of our former wholly-owned subsidiaries A.Telecom SA (formerly Assist Telefônica SA), Santo Genovese Participações Ltda., Or Santo Genovese, and Atrium Telecomunicações Ltda., Or Atrium, which was implemented and became effective on March 1, 2006.
On March 9, 2006, our Board of Directors and the Board of Directors of TDBH and Telefônica Empresas SA, a wholly-owned subsidiary of TDBH ("T-Companies" and together with TDBH, the "Companies") approved the restructuring of the activities of multimedia communication services ("SCM"), and data transmission services (the "SCM Restructuring") of the Companies.
The terms and conditions of the Restructuring of SCM's activities are set forth in an agreement signed by the companies on March 9, 2006. The Restructuring of SCM's activities consisted of: (i) the merger of TDBH into our company (the "Merger"), ; and (ii) in the spin-off of all T-Business assets and activities, except for its SCM assets and activities outside Sections 31, 32 and 34 of Region III of Annex II of the General Concession Plan (the "Fission") and assets and activities related to the Data Center.
After the approval of the restructuring: (i) TDBH was extinguished; (ii) its shareholders have received common and preferred shares, or ADSs, as the case may be; (iii) we succeed TDBH in all rights and obligations; and (iv) T-Empresas has become our wholly-owned subsidiary. The transfer to Telesp of the spun-off components of T-Empresas did not result in an increase or decrease in Telesp's shareholders' equity or in the number of shares in which its share capital was divided.
Regarding the merger of TDBH into the Company, some minority shareholders attempted to suspend our General Shareholders' Meeting for disagreeing with the valuation of the stock exchange factor provided by NM Rothschild & Sons (Brasil) Ltda., Through an injunction obtained before the 14th Rod Civil of the Central Forum of the Region of São Paulo. The injunction was canceled on July 28, 2006 and the merger became legally effective. The main action (Ordinary Action nº 583.00.2006.156920-5) has not yet been judged in the first instance.
On January 31, 2008, the Company, a shareholder of Telefônica Empresas S.A, decided to change the corporate name of Telefônica Empresas S.A. to Telefônica Data S.A.
On October 29, 2006, the Company entered into an agreement with Abril Comunicações S.A., TVA TV System S.A., Comercial Cabo TV São Paulo Ltda., TVA Sul Paraná Ltda. and TVA Radioenlaces Ltda. (the "Grupo Abril"), through which we have combined our telecommunications and broadband services with Tevecap SA's broadband and cable TV services, or TVA, the second largest Brazilian provider of pay TV service with operations in the states of Paraná, Rio Grande do Sul, São Paulo and Rio de Janeiro.
On October 31, 2007, the board of ANATEL concluded the regulatory reviews of the association between Abril Group and the Company.
Our shareholders at the Extraordinary General Meeting held on November 23, 2007 ratified the execution of the Agreement, its additives and attachments and approved the implementation of the business and the signing of all documents necessary for its complete formalization.
As a result of this transaction, Navytree Participações S.A. ("Navytree") became a wholly owned subsidiary of Telesp and our broadband service provision became centralized.
On June 10, 2008, at the General Shareholders' Meeting of Navytree, the company's name was changed to Telefônica Televisão Participações S.A, or TTP.
On October 14, 2008, Telefonica Television System S.A. ("TST") and TTP purchased from Abril Comunicações S.A. all shares of Mundial Voip Telecomunicações Ltda., EPP, which had its corporate name changed to Ajato Telecomunicação Ltda. ("Ajato"). After the incorporation of TTP by the Company on November 11, 2008, the shares of Ajato were held by TST and by the Company.
On October 21, 2008, the Board of Directors, the shareholders of TTP and Telefônica Data Brasil Participações Ltda. ("DABR") approved the corporate restructuring that consisted of the incorporation of TTP and DABR by the Company.
On November 11, 2008, the merger of TTP and DABR was approved by the Extraordinary Shareholders' Meeting. As a result of this restructuring, TTP and DABR were dissolved and the Company assumed all rights and obligations of TTP and DABR.
On May 22, 2009, Telefônica Data S.A., our subsidiary, incorporated its controlled subsidiary TS Tecnologia da Informação Ltda., Or TS Tecnologia, in accordance with the amounts recorded in the books and valuation report. This merger led to the termination of TS Tecnologia and Telefônica Data S.A. became the successor of all the assets and liabilities of TS Tecnologia.
On December 9, 2009, the Company's Board of Directors approved the proposal for corporate restructuring consistent with the partial spin-off of A.TELECOM SA ("A.TELECOM") and the subsequent incorporation by the Company of the share spun off from A.TELECOM.
On December 30, 2009, A.TELECOM shareholders approved the spin-off of part of A.TELECOM and the subsequent merger of the spun-off party. On the same date, the Company's shareholders approved the merger of the spun-off party into our company.
On July 28, 2010, Telefónica, our controlling shareholder, reached an initial agreement with Portugal Telecom to acquire 50% of Brasilcel, NV. As a result of this transaction, Telefónica now holds 100% of the capital stock of Brasilcel, NV. capital of Brasilcel. At that time, Brasilcel held approximately 60% of the capital stock of Vivo Participações. On December 21, 2010, Brasilcel was merged into Telefónica.
Due to the acquisition of control of Vivo Participações, on February 16, 2011 Telefónica, through its subsidiary SP Telecomunicações Ltda., Launched a public tender offer for Vivo Participações' common shares (the only ones with voting rights) held by the shareholders minority shareholders. As a result of the public tender offer, on March 18, 2011, SPTelecom acquired 10,634,722 common shares of Vivo Participações, representing 2.66% of its shares, resulting in the holding by the Telefónica Group of 62.1% of Vivo Participations.
On December 27, 2010, the Boards of Directors of Vivo Participações and the Company approved the terms and conditions of a corporate restructuring, which provided for the merger of the shares issued by Vivo Participações into the Company. The corporate restructuring was approved by ANATEL on March 24, 2011, and on April 27, 2011, the shareholders of Vivo Participações and the Company approved the merger of the shares issued by Vivo Participações into the Company. On June 14, 2011, the Boards of Directors of the two companies approved a second corporate restructuring, under which Vivo Participações became our wholly-owned subsidiary. The terms and conditions of the second corporate restructuring were unanimously approved by the shareholders of both companies on October 3, 2011. Vivo Participações was merged with us and the holders of the merged shares of Vivo Participações received new shares in the company.
In addition to the aforementioned shareholding concentration, the purpose of the corporate restructuring was to simplify the organizational structure of the companies, which were opened in order to: (i) concentrate all authorizations for the provision of SMPs (originally held by Vivo Participações and Vivo), and (ii) to simplify the current corporate structure, eliminating the structure of Vivo Participações, which, due to the concentration of commitments, became a holding company.
The corporate restructuring provided the rationalization of the cost structure of the two companies and facilitated the integration of business and the generation of synergies, thus positively impacting the two companies. As a result of the merger of Vivo, our capital was increased by R $ 31.2 billion, reflecting the economic value of the shares issued as a result of the merger. The merger did not change the identity of the controlling shareholders of the companies. Additionally, as a consequence of this merger, on July 6, 2011 Vivo Participações requested the SEC to cancel the registration of its American Depositary Shares (ADSs), as they were converted into ADSs of the Company. Such request was approved by the SEC on July 7, 2011.
The third phase of the corporate restructuring was approved by ANATEL on August 16, 2011. On October 3, 2011, our shareholders approved the merger of Vivo Participações and the Company absorbed the equity of Vivo Participações, extinguishing Vivo Participações, which simplified and rationalized our cost structures. On the same date, we changed our name from Telecomunicações de São Paulo S.A. - TELESP to Telefônica Brasil S.A., to reflect our operations throughout the country. On October 28, 2011, ANATEL approved the transfer of the authorization to provide SMP services in the state of Minas Gerais of Vivo Participações to Vivo.As a result of this change of name, on October 6, 2011, the Company's trading codes on the BM & FBovespa changed from TLPP3 for common shares and TLPP4 for preferred shares to VIVT3 and VIVT4, respectively, with consequent change of the trading name to TELEF BRASIL. The trading code of our ADSs on the NYSE was changed from TSP to VIV.
TELCO S.P.A. ("TELCO") has a 22.4% voting interest in Telecom Italia, being the largest shareholder of this company.
Telefónica holds indirect control of Telefónica Brasil and Telecom Italia holds an indirect stake in TIM S.A. ("TIM"), a telecommunications company in Brazil. Neither Telefónica, Telefónica Brasil nor any other company affiliated to Telefónica has any influence, involvement or decision-making power over TIM's activities in Brazil and is legally and contractually prevented from exercising any political power deriving from its indirect shareholding in relation to TIM's operations in Brazil. TIM (Brazil) and Telefonica Brasil compete in all markets operating in Brazil in permanent competitive tension and, in this context, as well as in relation to the other economic agents of the telecommunications industry, they maintain customary and customary contractual relations among themselves (many regulated and supervised by ANATEL) and / or, as applicable, known to ANATEL and the Administrative Council for Economic Defense ("CADE"), in the context of the commitments made with these bodies to guarantee the absolute independence of their operations.
On September 24, 2013, Telefónica entered into an agreement with the other shareholders of TELCO, under which Telefónica subscribed and paid a capital increase in TELCO through a contribution of 324 million euros, receiving as consideration non-voting shares of TELCO. As a result of this capital increase, Telefónica's participation in TELCO's voting capital was not changed, although its economic participation was 66%. As a result, TELCO's governance and therefore all Telefónica's obligations to refrain from participating in or influencing decisions affecting the markets in which both companies are present have remained unchanged.
On June 16, 2014, the Italian shareholders of TELCO resolved to exercise their right to request a spin-off under the Shareholders' Agreement of the company. The spin-off was approved at a shareholders' meeting of TELCO on July 9, 2014, subject to prior authorization by the competent authorities, including CADE and ANATEL in Brazil.
On December 22, 2014 and March 12, 2015, ANATEL authorized the spin-off of TELCO, a transaction that had effects on the swap transaction with Vivendi S.A. ("Vivendi"). In the swap agreement entered into between Telefónica and Vivendi, Vivendi would exchange all of its voting interest and part of its non-voting interest in the Company for a portion of the indirect interest held by Telefónica in Telecom Italia, subject to certain conditions such as prohibition of Vivendi to increase its interest in the Company.
At the 61st CADE Tributary Ordinary Session held on March 25, 2015, the spin-off of TELCO and the swap agreement agreed between Telefónica and Vivendi, subject to the execution of merger control agreements, were approved.
On June 24, 2015, the share swap operation between Telefónica and Vivendi was concluded through its subsidiary Société d'Investissements et de Gestion 108 SAS ("FrHolding108"), through which FrHolding108 transferred to Telefónica shares representing 4.5% of the Company's capital stock in exchange for 1,110,000,000 shares representing 8.2% of Telecom Italia's common shares previously held by TELCO.
On July 29, 2015, after the closing of the New York Stock Exchange, Vivendi sold all of the Company's preferred shares, representing 4% of its capital stock. On the same date, the share swap operation between Telefónica and FrHolding108 was completed. As of this date, FrHolding108 does not hold any interest in the Company.
As a result of the foregoing, Telefónica does not hold, directly or indirectly, any interest in TELCO as of December 31, 2015.
On March 15, 2012, the Company's Board of Directors approved a corporate restructuring of the Company's wholly-owned subsidiaries to align the services provided by these subsidiaries and to concentrate all telecommunications services in a single company. The restructuring was completed on July 1, 2013.
The restructuring was implemented through a process of partial division and merger, involving only the wholly-owned subsidiaries of the Company - A.TELECOM, TData, TST and Vivo. As a result of the restructuring, the value-added services provided by several of the Company's wholly-owned subsidiaries were merged under Telefonica Data SA, or TData, and other telecommunications services were merged under Telefónica Brasil, which, as a last stage of the corporate restructuring , incorporated these subsidiaries. After the merger, Telefonica Data S.A. started providing value-added services and Telefônica Brasil started providing other telecommunications services.
This corporate restructuring can only be implemented with the consent of ANATEL, which was granted in May 2013.
On June 11, 2013, the Company's Board of Directors approved the terms and conditions of this corporate restructuring.
The mergers of the companies and the spun-off assets were carried out without interruption of the operations and telecommunications services provided to the clients, which are now provided by Telefônica, as successor.
On September 18, 2014, we entered into a share purchase agreement with Vivendi SA and certain subsidiaries, GVT Participações SA ("GVTPart"), Global Village Telecom SA ("GVT Operadora") and Telefónica SA, pursuant to which we agree to acquire the shares issued by GVTPart, the controlling shareholder of GVT Operadora. The acquisition of GVT was approved by our Board of Directors on the same date.
For the acquisition of GVT, we agreed to pay a portion of the price in cash and a portion through our common and preferred shares, as follows: (1) € 4,663,000,000.00 to be paid in cash after adjustments determined under the terms of the share purchase agreement, at the closing date; and (2) our common and preferred shares representing 12% of our total share capital after the capital increase provided for in the share purchase agreement, which would be carried out through the Global Offering, and the merger of shares of GVTPart, which should be in the same proportion as our existing common and preferred shares. The total amount was paid upon conclusion (A) of this Global Offer, the proceeds of which were used to make the cash payment described in item (1) above, and (B) the merger of the shares issued by GVTPart by the Company.
On December 22, 2014, ANATEL approved the acquisition of GVT and imposed certain obligations, which include (1) the maintenance of the current services and plans offered by GVT and the Company for a certain period; (2) the maintenance of the contracts currently held by GVT customers for a certain period; (3) maintenance of the current geographical scope of the services provided by GVT and the Company, in addition requiring that the successor company expand its operations to at least ten new municipalities within three years, beginning on January 26, 2015; and (4) the waiver of the STFC (Switchable Telephony Service) license held by GVT within 18 months after ANATEL's decisions, as the regulations establish that the same economic group may not hold more than one STFC license in the same geographical area .
On March 25, 2015, CADE's administrative court approved the transaction based on certain confidential terms offered by us and Vivendi SA These terms include the execution of two merger control agreements: the first between CADE and us and the second between CADE and Vivendi SA
On March 25, our Board of Directors approved the public offering of shares, including shares in the form of ADSs, through the issuance of 121,711,240 common shares and 236,803,588 preferred shares. On April 27, 2015, the Board of Directors approved a capital increase of R $ 15,812,000,038.80, as well as the price per share resulting from the offer, being fixed at R $ 38.47 per common share and R $ 47.00 per common share. preferred share. On April 30, 2015, the Board of Directors approved the capital increase arising from the exercise of the supplementary option, with the additional issue of 6,282,660 preferred shares. As a result, the capital increase totaled R $ 16,107,285,058.80.
On May 28, 2015, our shareholders approved the ratification of the Purchase and Sale Agreement and other Agreements entered into by the Company as a purchaser and Vivendi SA and its subsidiaries, Société d'Investissements et de Gestion 108 SAS and Société d ' Investissements et de Gestion 72 SA, as sellers, which provided for the acquisition of all the shares issued by GVTPart by the Company.
Accordingly, pursuant to the Purchase and Sale Agreement, part of the acquisition price of GVT was paid in cash, as a counterpart to GVTPart and GVT Operadora shares, and part of the shares representing 12% of our capital stock after the acquisition , as a result of the acquisition of the remaining GVTPart stock.
After the merger and as a result of the acquisition, our shareholder structure became as follows:
On June 24, 2015, the share exchange operation between Telefónica and Société d'Investissements et de Gestion 108 SAS, a company controlled by Vivendi SA, was completed. In this operation, FrHolding108 transferred to Telefónica 76,656,559 shares representing Of our common stock, including 68,597,306 common shares, representing 12% of the shares of this class, and 8,059,253 preferred shares representing 0.72% of the shares of this class, in exchange for 1,110,000,000 shares representing 8.2% % of the common shares of Telecom Italia, SpA, formerly owned by Telco TE, SpA, a subsidiary of Telefónica SA
On July 29, 2015, Vivendi S.A. sold 67.9 million preferred shares, representing 4% of our capital stock. On the same day, Telefónica SA announced that it has entered into an agreement with Vivendi's subsidiary, Société d'Investissements et de Gestion 108 SAS, through which Telefónica undertook to deliver 46.0 million of its shares in treasury, representing 0, 95% of its stake in exchange for 58.4 million preferred shares of Telefônica Brasil SA (received by Société d'Investissements et de Gestion 108 SAS, in the context of the acquisition of the GVTPart acquisition). On September 16, 2015, the share exchange was completed. Consequently, Telefónica S.A.'s ownership interest in the Company increased by 5.2% in relation to the Company's total preferred shares and 3.5% in relation to the Company's total share capital. As a result, Société d'Investissements et de Gestion 108 SAS's interest in the Company was reduced accordingly. Thus, as of this date, Société d'Investissements et de Gestion 108 SAS ceased to have a stake in the Company.
The Corporate Restructuring was submitted to the prior approval and approval of the National Telecommunications Agency - ANATEL, which approved it pursuant to Act No. 50,169, dated January 22, 2016, published in the Official Gazette of January 28, 2015, with the conditions laid down therein.
On April 1, 2016, our Board of Directors approved the Corporate Restructuring, in order to promote the simplification of the organizational structure. The previous corporate structure consisted of:
On the same date and immediately prior to the Merger, GVT was spun-off and its net assets were partly transferred to GVTPart and partly transferred to MGP, with GVT's share of the net assets spun off assets, rights and obligations related to telecommunications activities was absorbed by GVTPart and the remaining portion, related to assets, rights and obligations related to other activities other than telecommunications, was absorbed by POP.
The Corporate Restructuring resulted in the incorporation, by Telefónica Brasil, of GVTPart. As shown below:
The Corporate Restructuring did not result in a capital increase or change in the Company's shareholdings, so there is no need to speak about a stock replacement or withdrawal right.
On October 28, 2015, TData, as a buyer, and Telefónica Gestión de Servicios Compartidos España SA, as a seller, entered into a purchase and sale agreement that resulted in the acquisition of Telefônica Transporte e Logística Ltda., A company headquartered in Brazil that provides logistics services.
On July 3, 2017, Telefônica Brasil S.A., through its subsidiary Telefônica Data S.A., acquired all the shares representing the capital stock of Terra Networks Brasil S.A., previously owned by SP Telecomunicações Participações, the controlling shareholder of the Company.
The purpose of the operation was to expand and integrate the commercial offer of digital services that can add immediate value to TData's and the Company's customer base, as well as to generate TData's services to the customer base and subscribers of Terra Networks services, which can generate leverage for TData's advertising business, as well as the skills to create new digital media products for mobile and advertising.
Updated on May 25, 2018.