Telefônica Brasil closes Fibrasil for R$858,001,662.32; now 75.01%
Telefônica Brasil S.A.
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Rhea-AI Filing Summary
Telefônica Brasil S.A. (VIV) completed the acquisition of all Fibrasil shares held by La Caisse Group, closing the deal after regulatory approvals and other precedent conditions. The acquisition price, adjusted by CDI, totaled R$ 858,001,662.32.
Following the closing, Telefônica Brasil now owns 75.01% of Fibrasil, while Telefónica Infra S.L. Unipersonal holds 24.99%. The subscription warrants referenced in the July 10, 2025 disclosure were canceled immediately after closing. The company will submit the transaction for ratification at a General Shareholders’ Meeting under Brazilian law; approval will also trigger withdrawal rights for dissenting shareholders. Additional meeting documents and details will be disclosed by the company in due course.
Insights
Deal closed: Telefônica Brasil consolidates Fibrasil to 75.01% for R$858.0M.
Telefônica Brasil closed the purchase of La Caisse Group’s 50% stake in Fibrasil for R$858,001,662.32, following required approvals and conditions. Post-transaction, the company controls 75.01% of Fibrasil, with the balance 24.99% held by Telefónica Infra S.L. Unipersonal.
Warrants mentioned in the July 10, 2025 notice were canceled immediately after closing, simplifying the capital structure around Fibrasil. The company will seek ratification at a General Shareholders’ Meeting; upon approval, shareholders who dissent will have withdrawal rights as set by Brazilian law.
The cash consideration indicates an outflow to acquire the stake; any financial impact will depend on future disclosures about Fibrasil’s integration and performance. Subsequent filings may provide further detail on ratification outcomes and any effects on consolidated results.
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2025
Commission File Number: 001-14475
TELEFÔNICA BRASIL S.A.
(Exact name of registrant as specified in its charter)
TELEFONICA BRAZIL S.A.
(Translation of registrant’s name into English)
Av. Eng° Luís Carlos Berrini, 1376 - 28º andar
São Paulo, S.P.
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
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Form 20-F |
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Form 40-F |
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
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Yes |
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No |
X |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
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Yes |
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No |
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TELEFÔNICA BRASIL S.A.
Publicly Held Company
CNPJ No. 02.558.157/0001-62 - NIRE 35.3.0015881-4
MATERIAL FACT
Closing of Fibrasil Acquisition
Telefônica Brasil S.A. (B3: VIVT3; NYSE: VIV) (“Company”), in compliance with the Brazilian Securities Commission (“CVM”) Resolution No. 44, dated August 23, 2021 (“CVM Resolution 44”), and further to the material fact disclosed on July 10, 2025, hereby informs its shareholders and the market in general that, after obtaining the necessary regulatory approvals and fulfilling the other precedent conditions, it has completed the closing of the acquisition by the Company of all shares issued by Fibrasil Infraestrutura e Fibra Ótica S.A. (“Fibrasil”) held by Caisse de dépôt et placement du Québec (“La Caisse”) and Fibre Brasil Participações S.A. (“Fibre Brasil” and, together with La Caisse, “La Caisse Group”), corresponding to 50% of Fibrasil’s total share capital, as well as subscription warrants issued by Fibrasil (“Transaction”). The acquisition price, duly adjusted by the positive variation of the CDI, totaled R$ 858,001,662.32.
As a result of the completion of the Transaction, the Company now holds 75.01% of Fibrasil’s total share capital, while the remaining shareholder, Telefónica Infra S.L. Unipersonal, retains 24.99% of Fibrasil’s total share capital. The Company clarifies that the subscription warrants mentioned in the material fact disclosed on July 10, 2025, were canceled immediately after the closing of the transaction.
The Company also informs that it will submit the ratification of the Transaction to the General Shareholders’ Meeting, pursuant to Article 256, item II, letter “b” of the Brazilian Corporations Law. Consequently, the approval of the transaction by the General Shareholders’ Meeting will also trigger the withdrawal rights for shareholders who dissent from the resolution.
The documents and detailed information related to the aforementioned Meeting will be disclosed in due course by the Company, in accordance with the requirements of CVM Resolution No. 81, dated March 30, 2022.
São Paulo, November 12, 2025.
David Melcon Sanchez-Friera
CFO and Investor Relations Officer
Telefônica Brasil – Investor Relations
Tel: +55 11 3430-3687
E-mail: ir.br@telefonica.com
Website: ri.telefonica.com.br
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TELEFÔNICA BRASIL S.A. | |||
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Date: |
November 12, 2025 |
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By: |
/s/ João Pedro Carneiro | |
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Name: |
João Pedro Carneiro |
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Title: |
Investor Relations Director |