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By Ana Mano
SAO PAULO, Dec 23 (Reuters) - Orascom TMT Investments SARL will have two of nine seats on Oi SA's board if its binding offer to buy the Brazilian telephone carrier succeeds, Karim Nasr, the executive who is leading the talks, said in an interview on Friday.
The remaining board seats will be filled by four independent people and three representatives of Oi's new shareholders, mainly creditors who agree to participate in a proposed capital injection, Nasr said.
The presence of Orascom, a conglomerate owned by Egyptian billionaire Naguib Sawiris, is "not about controlling the board," Nasr said. "It is about good management."
Orascom and certain creditors formed a group to make a binding offer, announced on Dec. 16, to rescue Oi from bankruptcy protection. The group, advised by Moelis and Co , will condition it on confirmatory due diligence, Nasr said.
"It is a complex equation," he said when asked about potentially improving terms.
Any competing bid has to work for new investors, existing creditors, the company and the regulator, Nasr said.
Oi is not negotiating with Orascom exclusively and no non-disclosure agreements have been signed, Nasr said. An important part of the process will be reaching out to Oi bondholders outside of the group negotiating with Orascom. This is crucial to secure majority approval for the proposal in bankruptcy court, Nasr said.
The binding proposal entails a $1.25 billion share offering that Orascom and certain Oi creditors may subscribe entirely if other investors are not interested.
Orascom has made a firm commitment to providing $250 million of the new money. (Reporting by Ana Mano; Editing by Lisa Von Ahn and Bill Trott)