TAESA - Investor Relations Mobile

Material Fact - Merger of Subsidiaries


Material Fact

Rio de Janeiro, December 13, 2012

TRANSMISSORA ALIANÇA DE ENERGIA ELÉTRICA S.A., a publicly-held company with headquarters at Praça XV de Novembro, n.° 20, 10.° andar, sala 1.003 (parte), in the city and state of Rio de Janeiro ("Company"), in accordance with CVM Instruction 358 of January 3, 2002 and CVM Instruction 319 of December 3, 1999, both as amended, hereby informs its shareholders and the market of the following.

On this date, the Call Notice was published for the Company‘s Extraordinary Shareholders‘ Meeting to resolve on the merger of NTE - Nordeste Transmissora de Energia S.A. ("NTE‘‘) and UNISA - União de Transmissoras de Energia Elétrica Holding S.A. ("UNISA"), jointly referred to as "the companies to be merged," into the Company, under the terms of the "Protocol and Justification of the Merger of NTE - Nordeste Transmissora de Energia S.A. and UNISA - União de Transmissoras de Energia Elétrica Holding S.A. into Transmissora Aliança de Energia Elétrica S.A.," signed on December 13, 2012 ("Merger").

NTE and UNISA are wholly-owned subsidiaries of the Company; on the same date, prior to the Merger, UNISA will approve the merger of STE - Sul Transmissora de Energia S.A. ("STE") and ATE Transmissora de Energia S.A. ("ATE"), which will, on the date of the respective mergers, be wholly-owned subsidiaries of UNISA.

The Merger is justified within the context of a corporate reorganization aimed at simplifying the corporate structure and consequently optimizing the efficiency of the management and utilization of the Company‘s administrative and financial structure.

There will be no increase in the Company‘s share capital, given that the companies to be merged are wholly-owned subsidiaries of the Company. There is no goodwill recorded on the balance sheets of the companies to be merged, which is why there is no mention of goodwill amortization of the companies to be merged into the Company through the Merger. The goodwill originally recorded by the Company, and subsequently allocated as the fair value of the financial asset in the process of combining the businesses for accounting purposes, the nominal value of one hundred twenty-one million, two hundred sixty-eight thousand, five hundred thirty-nine Brazilian reais and two centavos (R$121,268,539.02), arising from the acquisition of one hundred perfect (100%) of the shares issued by UNISA, conducted in accordance with the accounting practices in effect and, through the UNISA merger, will be fiscally amortized by the Company during the term of Concession Contract No. 081/2002 and Concession Contract No. 003/2004, which is expected to generate, during this same period, a fiscal benefit of approximately thirty-four percent (34%) of the originally recorded amount.

There will be no change to the Company‘s share capital and, consequently, there will be no issue of additional shares, which removes the need to establish any exchange ratio for the Merger. There will be no withdrawal or reimbursement rights for dissenting shareholders.

The Merger will be subject to the approval of the extraordinary shareholders‘ meetings of the companies to be merged and that of the Company, with the merger of STE and ATE being submitted for approval by the extraordinary shareholders‘ meetings of STE, ATE and UNISA.

It is estimated that the cost to be incurred through the Merger will be one hundred and fifty thousand Brazilian reais (R$150,000.00), including the expenses for legal and financial advisors, auditors and publications.

The documents required by the applicable laws and regulations will be available at the following locations and websites: (i) the Company‘s headquarters at Praça XV de Novembro, n.° 20, 10.° andar, sala 1.003 (parte), in the city and state of Rio de Janeiro, and on its website www.taesa.com.br - by clicking on the "Investor Relations" link; (ii) at the CVM, located at Rua Cincinato Braga, n.° 340, 2° andar, in the city and state of São Paulo and at Rua Sete de Setembro, n.° 111, 2° andar, "Consultation Center," in the city and state of Rio de Janeiro, as well as on the website www.cvm.gov.br; and, (iii) at the BM&FBOVESPA SA - Securities, Commodities and Futures Exchange, located at Praça Antonio Prado, n.° 48, 2° andar, in the city and state of São Paulo, and on the website www.bmfbovespa.com.br.

For further information please contact our Investor Relations Department.


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