Net Servicos de Comunicacao S.A. (NETC) Announces Relevant Fact

SAO PAULO, Brazil, May 23  /PRNewswire-FirstCall/ -- Net Servicos de Comunicacao S.A. ("NET") (Bovespa: NETC4 NETC3; Nasdaq: NETC; Latibex: XNET), Vivax S.A. ("Vivax") and Brasil TV a Cabo Participacoes S.A. ("BTVC"), following the publication of the Relevant Facts disclosed on October 12, 2006 and December 5, 2006 and May 16, 2007, and in compliance with the provisions of Section IV of Art. 157 of Law no. 6,404/76 and Instructions nos. 358/02 and 319/99, of the Brazilian Securities and Exchange Commission ("CVM"), wish to make public that they will submit to their shareholders a proposal for implementing a corporate restructuring.

The Restructuring shall be carried out within the process of acquisition of the shareholding control of Vivax by NET and is aimed at making possible the migration of BTVC's and Vivax's shareholders to NET's shareholding base, pursuant to successive company and share merger transactions.

Shall be carried out in two distinct and subsequent stages, as follows: (i) the first one shall involve the merger of BTVC into Vivax's equity, with the subsequent winding up of BTVC ("Merger of BTVC") and (ii) subsequently, the merger into NET's equity of the shares issued by Vivax, which, on the date of the merger, are not held by it, with the subsequent conversion of Vivax into a wholly-owned subsidiary of NET ("Merger of the Shares of Vivax").

The terms and conditions of the Merger of BTVC and of the Merger of the Shares of Vivax are included in the Protocol and Justification of Merger of Brasil TV a Cabo Participacoes S.A. into Vivax S.A. and the Merger of the Shares Issued by Vivax S.A. into Net Servicos de Comunicacao S.A., entered into on May 23, 2007 by the managers of BTVC, Vivax and NET.

The Restructuring is justified since it is aimed at: (i) aligning the interests of all shareholders of the three Companies involved in the Restructuring; (ii) simplifying the corporate structure of the activities controlled by NET; (iii) increasing NET's shareholding base; (iv) providing higher levels of administrative rationalization, in addition to focusing efforts with a view to strengthening and increasing its activities in the market, pursuant to the use of operational synergies and administrative and sales optimization; and (v) increasing the liquidity of NET's shares in the market.

For more information, http://ri.netservicos.com.br/ 

DATASOURCE: Net Servicos de Comunicacao S.A.



CONTACT:  Marcio Minoru, (5511) 2111-2811, , or

Juliana Bajon, (5511) 2111-2721, , or Andre

Carvalho, (5511) 2111-2983, , all of Net

Servicos de Comunicacao S.A.



Web site: http://ri.netservicos.com.br/ 

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