VIVO
PARTICIPAÇÕES S.A.
Publicly Held
Company
Brazilian Taxpayer
Number (CNPJ) 02,558,074/0001-73 Board of
Trade Registration Number (NIRE)
35.3.0015879-2
NOTICE
TO THE MARKET
Vivo Participações
S.A. (“Company” or
“Vivo”) announces that,
as approved by its Board of Directors on August 2, 2007, and in light of the
conclusion of the acquisition of control of Telemig Celular Participações S.A.
(and, indirectly, of Telemig Celular S.A.), the Company, through its controlled
company TCO IP S.A. (“Offeror”), is launching today,
in Brazil, a voluntary public tender offer (“VTO”) for the acquisition of
up to 1/3 of the preferred shares of Telemig Celular S.A. (“Telemig Celular”) and Telemig
Celular Participações S.A. (“Telemig Participações”), and
in the case of Telemig Participações, the VTO will be extended to holders of
preferred shares underlying American Depositary Shares (“ADSs”), outstanding in the
market (“Maximum Amount of
Shares”). Each ADS of Telemig Participações represents two preferred
shares.
All
terms and conditions of the VTO are stated in detail in the Public Offer Notice
(“Edital”), for those
tendering preferred shares in Brazil, and in the Schedule TO (“TO”), for those tendering ADSs
of Telemig Participações in the United States. The Edital was published in the
electronic information system (“IPE”) of the Brazilian
Securities and Exchange Commission (“CVM”) and published in the
Brazilian newspapers today. The TO was filed with the U.S. Securities and
Exchange Commission today and will be distributed to holders of ADSs of Telemig
Participações over the coming days.
The
main terms and conditions of the VTO include the following:
The price, which
corresponds to a premium of approximately 25% (twenty-five percent) over the
weighted average trading price of the preferred shares of each of Telemig
Celular and Telemig Participações at the São Paulo Stock Exchange (“BOVESPA”) for the last 30
(thirty) days before August 1, 2007, inclusive, will be: (i) R$654.72 (six
hundred and fifty four reais and seventy two cents) per preferred share of
Telemig Celular; and (ii) R$63.90 (sixty three reais and ninety cents) per
preferred share of Telemig Participações (for reference, the equivalent to
approximately US$74.68 (seventy four dollars and sixty eight cents) per ADS of
Telemig Participações, based on the average of the buy and sell U.S.
dollar-Brazilian real PTAX 800 exchange rate as reported by the Central Bank of
Brazil on April 4, 2008 for reais into U.S. dollars of
R$1.711/US$1.00.
For
those tendering preferred shares in Brazil, the price will be paid in cash, in
Brazilian currency, under the terms of the Edital and in accordance with the
rules of the Brazilian Settlement and Custodian Company (Companhia Brasileira de Liquidação e
Custódia), or CBLC. For those tendering ADSs of Telemig Participações in
the United States, The Bank of New York, as ADS tender agent (“ADS Tender Agent”), will
receive payment in U.S. dollars and make the necessary distribution to those
tendering ADSs as set forth in the TO.
In
no case will the Maximum Amount of Shares be surpassed so that, if there is
excess demand at the auction, there will be a proportional apportionment among
the shareholders who accept the VTO.
Subject to the
exceptions and conditions described in the Edital, those tendering preferred
shares in Brazil must register with their brokers, deliver any documents that
their brokers require and qualify to participate in the VTO by 6:00 pm Brazil
time on May 9, 2008. Subject to the exceptions and conditions described in the
TO, those tendering ADSs of Telemig Participações in the United States, must
deliver all required documentation described in the TO to the ADS Tender Agent
by 12:00 noon New York City time on May 9, 2008.
The VTO, both in
Brazil and in the United States, is subject to the non-occurrence of any
material adverse fact as described in the Edital and TO.
Unless the VTO is amended (as
provided by CVM Instruction 361/02), the
auctions for the acquisition of preferred shares
of Telemig Celular and for the acquisition of preferred shares and
ADSs of Teleming Participações will be held on May 12, 2008 at 3:00
pm and 4:00 pm Brazil time, respectively.
São Paulo, April 8,
2008.
Ernesto
Gardelliano
Investor Relations
Director
IMPORTANT INFORMATION FOR
ADS HOLDERS: THIS ANNOUNCEMENT RELATING TO THE TRANSACTION MENTIONING
THE VOLUNTARY TENDER OFFERS IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF TELEMIG
PARTICIPAÇÕES OR TELEMIG CELULAR. ANY SUCH OFFER OR SOLICITATION WILL
BE MADE ONLY PURSUANT TO AN OFFER TO PURCHASE OR THE RELEVANT EDITAL
THAT VIVO PARTICIPAÇÕES INTENDS TO LAUNCH AND, TO THE EXTENT REQUIRED, TO FILE
WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON OR BEFORE THE RESPECTIVE
LAUNCH DATES. SHAREHOLDERS WHO ARE ELIGIBLE TO PARTICIPATE IN ANY
SUCH OFFERS SHOULD READ CAREFULLY THE OFFER TO PURCHASE AND THE EDITAL
RELATING
TO SUCH OFFERS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT SUCH OFFERS. SHAREHOLDERS WILL BE ABLE TO OBTAIN
COPIES OF ALL DOCUMENTS RELATING TO SUCH OFFERS THAT ARE FILED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION FREE OF CHARGE FROM THE COMMISSION’S WEBSITE
AT www.sec.gov. COPIES OF THE DOCUMENTS RELATING TO SUCH VOLUNTARY
TENDER OFFERS SUCH AS THE RESPECTIVE EDITAIS AND LAUDOS WILL BE MADE AVAILABLE
IN THE COMPANY`S HEAD OFFICE WHEN THE OFFERS ARE LAUNCHED AND AS PER THE
ANNOUNCEMENT TO BE MADE AT THE TIME THE OFFERS ARE
LAUNCHED.