Universo Online SA : Tender Offer Auction Result

UNIVERSO ONLINE S.A.

Publicly-Held Company
Corporate Taxpayer's ID (CNPJ/MF): 01.109.184/0001-95
Company Registry (NIRE): 35.300.198.107

MATERIAL FACT

Universo Online S.A. ("UOL"), in accordance with CVM Instruction 358/02, hereby informs its shareholders and the market in general that its controlling shareholder Folhapar S.A. ("Folhapar") has announced the successful completion of today's tender offer auction for UOL's shares ("OPA") in order to cancel the company's registration as a publicly-held company, pursuant to the OPA notice of November 29, 2011
("Notice").
Folhapar successfully concluded the offer as the number of shareholders that adhered to the OPA meets the conditions pursuant to Article 16, item II of CVM Instruction
361/02. As a result, the Company will request the Brazilian Securities and Exchange
Commission the cancellation of its registration as a publicly-held company in accordance with the procedures and term provided for in CVM Instruction 480/09.
As a result of the auction, Folhapar, through its subsidiary A.M.L.S.P.E. Empreendimentos e Participações S.A., acquired 17,347,127 preferred shares, equivalent to 94.60% of UOL's stock and 14.44% of its total capital and now holds
87,864,791 UOL shares, 41,673,525 of which common shares and 46,191,266 preferred shares, representing 73.14% of the company's total capital stock.
The shares were acquired for the unit price of R$19.50, totaling R$338,268,976.50. Settlement of the OPA will take place on January 4, 2012, pursuant to the Notice
("Settlement Date of the Tender Offer").
Folhapar also informed UOL of the procedures to be adopted for the sale of the shares that are object of the OPA after the auction, as described below.
During the three (3) months following the auction, i.e., from December 30, 2011 to March 30, 2012, all remaining shareholders to whom the OPA was directed and who wish to sell their shares under the conditions of said offer are entitled to file a request thereto, pursuant to CVM Instruction 361/02 and the Notice. For this purpose, shareholders should fill in the form available on the websites of UOL (www.uol.com.br/ri) and the intermediary institution Banco Bradesco BBI S.A. (clicking on "Universo Online" at www.bradescobbi.com.br/ofertaspublicas), which should be delivered to a specialized branch of Itaú Unibanco S.A. in accordance with the instructions in said form.
The price paid for each preferred share will be the same as that of today's auction, adjusted for the variation in the SELIC interest rate between the Settlement Date of the Tender Offer and the effective date of payment.
São Paulo, December 29, 2011.

Eduardo Alcaro Chief Financial and Investor Relations Officer