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.
1 of the Material Fact published on October 12, 2006, in other words, the incorporation of BTVC
by Vivax and, subsequently, the incorporation of shares issued by Vivax to NET's capital, with the conversion of Vivax into NET's wholly-owned subsidiary ("Restructuring").
BTVC has 76 employees and operates in the North Carolina cities of Raleigh, Durham, Cary, Chapel Hill, Charlotte, Greensboro and Burlington as well as in Virginia Beach, Virginia.
It is expected that upon the merger of BTVC into the Company, the current employees of BTVC will become employees of the Company, and subject to the direction of the Board of Directors, will manage the day- to-day business affairs of the Company.
The shareholders and certain of the officers of BTVC are affiliated with the Company.
The consummation of the acquisition of BTVC is subject to the approval of the Company's shareholders and debt holders.
BNP has entered into a management contract with BTVC
pursuant to which BTVC
will manage the property for BNP.