TELEFONICA BRASIL S.A. — M&A Activity 2018

6-K 1 viv20181130_6k.htm NOTICE TO THE MARKET viv20181130_6k.htm - Generated by SEC Publisher for SEC Filing

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, 2018

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:

Form 20-F X Form 40-F

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):

Yes 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):

Yes No X

TELEFÔNICA BRASIL S.A.

Publicly-held Company

CNPJ MF 02.558.157/0001-62 - NIRE 35.3.001.5881-4

NOTICE TO THE MARKET

Telefônica Brasil S.A. (" Company ") hereby announces to its shareholders and to the market that, at an Extraordinary Shareholders Meeting (“ Meeting ”) held on this date, among other matters, approved the merger, by the Company, of its wholly-owned subsidiary, Telefônica Data S.A. (" TDATA ") (“ Merger ”), as previously described in the Material Fact released on October 30, 2018 (“ Material Fact ”).

The Company also inform that the Shareholders’ Meeting also authorized the practice, by its directors, of all acts necessary for the complete formalization of the Merger.

As stated in the Material Fact and other documents disclosed by the Company on October 30, 2018, the approved Merger did not result in a capital increase or change in the Company's shareholders' equity, and therefore there is no need to consider a substitution ratio of shares or withdrawal right.

São Paulo, November 30, 2018

David Melcon Sanchez-Friera

CFO and Investor Relations Officer

Telefônica Brasil S.A. – Investor Relations

Tel: +55 11 3430-3687 | Email: [email protected]

www.telefonica.com.br/ir

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.