SECURITIES
AND EXCHANGE COMMISSION
Washington
,
D.C.
20549
FORM
6-K
Report of Foreign Private
Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of
1934
For the month of
April
200
8
Commission File Number
1-14493
V
IVO
PARTICIPAÇÕ
ES
S.A.
(Exact
name of registrant as specified in its
charter)
VIVO
Holding Company
(Translation
of Registrant's name into English)
Av. Roque Petroni Jr., no.1464,
6
th
floor
–
part, "B"building
04707-000 -
Sã
o Paulo
, SP
Federative
Republic
of
Brazil
(Address of principal executive
office)
Indicate by check mark whether the
registrant files or will file annual reports under cover Form 20-F or Form
40-F.
Form 20-F ___X___ Form 40-F
_______
Indicate by check mark
whether the reg
istrant by furnishing
the information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes _______ No
___X____
PUBLIC
OFFER NOTICE FOR ACQUISITION OF PREFERRED SHARES ISSUED BY
TELEMIG
CELULAR S.A.
Publicly
Held Company
CNPJ/MF no
02.320.739/0001-06
ISIN Code
of preferred shares
BRTMGCACNPB4;
BRTMGCACNPC2; BRTMGCACNPE8; BRTMGCACNPF5; BRTMGCACNPG3
ON BEHALF
OF AND FOR
TCO IP S.A.
and
BES
Securities do Brasil S.A. Corretora de Câmbio e Valores
Mobiliários
Subject to
the conditions provided for in this Notice and the legislation and rules in
force, BES Securities do Brasil S.A. Corretora de Câmbio e Valores Mobiliários
(“
BES
Securities
” or “
Intermediary
Institution
”), as intermediary institution retained to act on behalf of
and for TCO IP S.A., a closely-held corporation, incorporated under the Laws of
the Federative Republic of Brazil (“
Brazil
”), enrolled
with CNPJ/MF under nº 04.225.487/0001-61, with head offices at SC/Sul, Quadra 2,
Bloco C, 256, 3
rd
.
pavement, Ed.Toufic, Plano Piloto, in the city of Brasilia, Federal District,
Brazil (“
Offeror
”) and Vivo
Participações S.A., a publicly-held corporation, incorporated under the laws of
Brazil, with head offices at Avenida Roque Petroni Jr, 1,464, Morumbi, in the
City of São Paulo, State of São Paulo, Brazil (“
Vivo Par
”), this last
one as shareholder of the Offeror, is hereby submitting to the preferred
shareholders of all classes of Telemig Celular S.A. (“
Telemig Celular
” or
the “
Company
”)
Voluntary Public Offers for the acquisition of such preferred shares, in
accordance with the procedures set forth in Instruction No. 361, of March 5,
2002 (“
CVM Instruction
361
”), of the Brazilian Securities Exchange Commission (
Comissão de Valores
Mobiliários
- “
CVM
”) and the terms
and conditions of this Notice stated below.
None of
the preferred shares of Telemig Celular are registered with the Securities and
Exchange Commission or listed on any U.S. national securities exchange; however,
U.S. holders of these shares may participate in these offers on the terms and
conditions set forth in this notice.
1. The
Voluntary Offers
On August
2, 2007, Vivo Par entered into a Stock Purchase Agreement (“
SPA
”) with Telpart
Participações S.A. (“
Telpart
”), for the
acquisition of control of Telemig Participações and Tele Norte Celular
Participações S.A. (“
Tele Norte
”), and
indirectly, the acquisition of control of Telemig Celular and Amazônia Celular
S.A., having also acquired the preferred shares of the referred companies held
by Telpart. The consummation of the acquisition mentioned above (“
Acquisition of
Control
”) was subject to some conditions precedent among which was ANATEL
prior approval.
The
execution, by Vivo Par, of the SPA was approved by Vivo Par’s Board of Directors
at a meeting held on August 2, 2007, “
ad referendum
” of the
Shareholders’ Meeting, which was held on August 21, 2007, and approved the terms
and conditions of the transaction. Also on August 02, 2007 the Board of
Directors of Vivo Par approved, upon completion of the Acquisition of Control,
the carrying out of the Voluntary Tender Offers for acquisition of preferred
shares object of this Notice, pursuant to the Notice of Material Fact published
on August 2, 2007 (“
Notice of Material
Fact
”).
In view of
the Acquisition of Control, Vivo Par undertook the obligation to make a public
offer for acquisition of common shares to comply with the provisions of article
254-A of Law 6,404/76, object of other notice, to be submitted to CVM approval
within the legal term. However, on December 20, 2007, Vivo Par entered into a
Stock Purchase Agreement with Telemar Norte Leste S.A. (“
Telemar
”) for the
sale to the latter of all shares of Tele Norte acquired from Telpart, for the
same price, as disclosed by the Vivo Par in the notice of material fact dated of
December 20, 2007.
On April
03, 2008, upon fulfillment of all conditions precedent, it was implemented the
transfer of the control of Telemig Participações (and, indirectly, of Telemig
Celular S.A), as well as of Tele Norte (and, indirectly, of Amazonia Celular
S.A) to Vivo Par.
On the
same day, Vivo Par transferred the totality of the common and preferred shares
of Tele Norte acquired from Telpart, to Telemar, for the same price and same
conditions set forth in the SPA with Telpart.
1.2.
Shares Object of the Offers
and Prices.
1.2.1. Each
of the voluntary public offers for the acquisition of each class of preferred
shares issued by the Company is referred to as an “
Offer
” and,
collectively, as the “
Offers
”. Except if
otherwise stated in this Notice, each Offer is made separately; accordingly, one
Offer is not conditional to other Offers, and any change, amendment or
non-completion of an Offer does not necessarily result in the change, amendment
or non-completion of other Offers.
1.2.2. Pursuant
to the terms and conditions of this Notice and the Brazilian laws and
regulations in force, the Intermediary Institution, by order and on account of
the Offeror, agrees to acquire, according to the terms and conditions of this
Notice, up to 1/3 of each class of preferred shares that were issued by the
Company and is outstanding in the market (“
PN Shares
” or “
Shares
”), in respect
to each of the Offers, as follows:
Trading
Code
|
Maximum
amount of shares to be acquired
|
TMGC6L
(Class B)
|
65
|
TMGC7L
(Class C)
|
6,923
|
TMGC11L
(Class E)
|
1,276
|
TMGC12L
(Class F)
|
4,261
|
TMGC13L
(Class G)
|
87,757
|
1.2.3. All
PN Shares to be sold by shareholders that accept the Offers shall be fully
owned, free and clear of any lien, burden or any other form of encumbrance that
would prevent a free transfer of any nature, as a condition to their acquisition
in the context of the Offers.
1.2.4. In
the event that during the period from the date hereof to the Auction Date any
change occurs in the number of shares comprising the capital stock of the
Company as a result of bonuses, splits, reverse splits or conversions, then the
maximum number of preferred shares per class of the Company to be acquired under
the terms of this Notice will be automatically adjusted at the same proportion.
In such case, the São Paulo Stock Exchange – BOVESPA (“
BOVESPA
”) shall
disclose the new maximum number of such preferred shares (per class) to be
acquired in its information system. In this Notice, the maximum number of
preferred shares per class of the Company to be acquired by means of each Offer,
as may be adjusted under the terms of item 1.2.2, is referred to as the “
Maximum Number of
Shares
”.
1.3. In
the event any Offer has an acceptance that exceeds the respective Maximum Number
of Shares per class item of such Offer, the number will be apportioned among
the
respective shareholders accepting such Offer (per class), so that the Maximum
Number of Shares per class object of any Offer is not exceeded in any
event.
1.4. The
Offeror agrees to acquire the PN Shares, under the terms of this Notice, at the
following price per PN Share (the “
Price
”):
|
PRICE
OFFERED PER PN SHARE OF ANY EXISTING CLASS
|
PREMIUM
OF APPROXIMATE % ON THE WEIGHTED AVERAGE TRADING PRICE AT THE
LATEST 30 TRADING SESSIONS UNTIL 8/1/07, INCLUSIVE
|
PREMIUM
OF APPROXIMATE % ON WEIGHTED AVERAGE TRADING PRICE AT THE 90 TRADING
SESSIONS PRIOR TO 8/1/07, INCLUSIVE.
|
Telemig
Celular
|
R$654.72
|
25%
|
29%
|
1.5. Prices
per PN Share issued by Telemig Celular are the same, regardless of the class of
the PN Shares. The premium was calculated based on the price of the Company’s
Class C preferred share (TMGC7), which is the class of PN Shares of Telemig
Celular with the highest liquidity ratio.
1.6. The
Price corresponds to a premium of approximately twenty-five percent (25%) on the
weighted average trading price of Class C preferred share of the Company, at the
thirty (30) Brazilian trading days prior to August 1, 2007, inclusive. The
premium mentioned in 1.4. above on the weighted average trading price of Class C
preferred share of the Company, at ninety (90) Brazilian trading sessions prior
to August 1, 2007, inclusive, is provided for reference only.
1.7. The
Price shall be paid by the Offeror in cash in Brazilian reais on the financial
settlement date of the Auction, under the terms of item 3.3 below. The Price per
PN Share to be acquired shall not be monetarily adjusted.
1.8.
Dividends
. In case
the Company declares a dividend or interest on stockholders’ equity by and until
the financial settlement date of the Offers, the payments of the dividends
and/or interest will be made to the shareholders of the Company that are
registered as owners or beneficiaries of the respective PN Shares on the date of
said declaration.
2. Registration
for the Auction
2.1. An
auction will take place on May 12, 2008 (“
Auction Date
”), at
3:00 pm Brazil time 2 p.m. NY time at the premises of
BOVESPA (the “
Auction
”).
2.1.1. A
holder of PN Shares of the Company wishing to accept the respective Offer must
register by 6:00 pm Brazil time (5:00 p.m. New York time) on the Brazilian
business day immediately prior to the Auction Date, that is, by May 9, 2008 with
the Intermediary Institution (also referred to as “Broker”) or any other broker
authorized to operate with the BOVESPA (together with the Broker indistinctively
referred to as “Brokers”).
2.1.2. Documents
Required for Qualification. In order to qualify for the Auction, each holder of
PN Shares of the Company shall enroll itself with its respective Broker,
indicating the number of shares it intends to sell. In case a holder of PN
Shares is not already enrolled with a Broker, it shall submit the following
documents, as applicable (provided, however, for enrollment purposes, that the
respective Broker may, at its discretion, request any information and/or
additional documents):
(i)
individual
:
certified copy of the
Individual Taxpayer Registry – CPF, of the Identity Card (RG) and address proof.
Representatives of estates, minors, civilly disable and shareholders represented
by proxy shall submit documentation in which the representation powers are
granted and certified copies of the CPF and Identity Card (RG) of the
representatives. The representatives of estates, minors and civilly disable
shall further submit the respective judicial authorization; or
(ii)
legal entity
:
certified copy of the last bylaws or articles of association in force,
enrollment card with the Corporate Taxpayer Registry – CNPJ, corporate
documentation (minutes of election of the representative) granting
representation powers and certified copies of the CPF, Identity Card (RG) and
address proof of such representatives, and investors resident abroad may be
required to submit other representation documents.
2.1.3.
PN Shares Held in Custody by
Banco ABN Amro Real
. PN Shares deposited in Banco ABN Amro Real (“
ABN Bank
”), as
custodian of the book-entry shares of the Company, in accordance with the
procedures set forth under items 2.1.1 and 2.1.1 and 2.1.2 above, shall be
deposited in advance by a Broker with the Brazilian Settlement and Custodian
Company (“
CBLC
”), as per the
rules, terms and procedures of CBLC, which procedure shall be completed by 6:00
pm Brazil time (5:00 p.m. NY time) on the Brazilian business day
immediately prior to the Auction Date, that is, by May 9, 2008.
2.1.4. Shareholders
who hold PN Shares deposited in CBLC must register with any of the Brokers as
referred to in items 2.1.1 and 2.1.2 above.
2.1.5.
PN Shares in custody with
CBLC.
Shareholders who wish to sell PN Shares shall, through his or her
custodian with the CBLC, until 12:00 noon Brazil time (11 a.m. NY time) on
the Auction Date, transfer his or her shares to the portfolio (
carteira
) No. 7105-6, open
under his or her own name and maintained in custody with the CBLC exclusively
for this purpose.
The PN
Shares deposited in accordance with items 2.1.3. and 2.1.4., above, and which
become the object of a Sales Order (as defined in item 2.1.8. below) will be
unavailable for negotiation upon registration of the respective Sales Order (as
defined in item 2.1.8. below) until the date of the financial settlement of the
Offer. Should a shareholder intend to negotiate PN Shares held in custody under
the provisions of items 2.1.4. and 2.1.5., these PN Share should be unblocked
prior to the negotiation.
2.1.6. Sales
Orders (as defined in item 2.1.8. below) in respect of which corresponding PN
Shares have not been deposited in custody with CBLC under portfolio (
carteira
) No. 7105-6 will be
rejected and cancelled.
2.1.7.
Owners of Investments Made
in Accordance with Resolution no 2,689 of the Brazilian Monetary Council – CMN
(“CMN”).
A shareholder that has invested in PN Shares of the Company
through the mechanism set up by CMN Resolution no 2,689 (a “
Resolution 2,689
Investor
”), in addition to the documents described in lines (i) and (ii)
of item 2.1.2, as the case may be, shall also provide to the relevant Broker,
prior to
the
Auction Date, and in addition to any other document that may be required by the
relevant Broker, a document attesting its registration number with CVM and BACEN
(in the last case the so-called RDE-Portfolio number). If such Resolution 2,689
Investor is a foreign individual, he/she must also provide a certified copy of
his/her Individual Taxpayer Registration (CPF).
2.1.8.
Acceptance of the
Offers.
The acceptance of Offers shall be made by Brokers by order of
shareholders of the PN Shares which complied with the registration requirements
set out by
item
2.1
hereof; the Broker shall name the amount of PN Shares of the Company
to be sold by each shareholder represented by them in the Auction (such notice a
“
Sale
Order
”).
2.1.9.
Broker Procedure.
Brokers representing the shareholders who complied with the registration
requirements set out by
item 2.1
shall
register the Sale Orders by 12:00 noon Brazil time (11a.m. NY time) on the
Auction Date using the following codes: TMGC6L (PNB), TMGC7L (PNC),
TMGC11L (PNE), TMGC12L (PNF), TMGC13L (PNG).
2.1.10.
Implications of Accepting
the Offers.
By accepting the Offers, each shareholder agrees to transfer
to the Offeror the ownership of its PN Shares issued by the Company, according
to the terms and conditions provided herein, free and clear of any liens or
restrictions of any nature.
2.1.11.
Irrevocable and
Irreversible Acceptance
.
The acceptance of the Offers
and consequently the firm offer of sale of PN Shares is irrevocable and
irreversible after the opening of the Auction.
2.2. Each
shareholder that accepts this Offer is responsible for taking all the necessary
actions for timely transferring the shares that it intends to sell to CBLC for
purposes of registration in the Auction under the terms and conditions of this
Notice.
The Offeror alerts the
shareholders of the Company that the procedures on verification of documents and
transfer of shares described above are subject to rules and internal procedures
of Brokers, custodians and CBLC, so that such shareholder shall take all
measures in advance for purposes of registration in the respective
Auction.
3. Terms
and Conditions of the Auction and Financial Settlement
3.1.
Independence.
The
Price of the Offer to be paid by the Offeror will not vary during the Auction
(fixed price), except in accordance with the provisions of item 3.2.,
below.
3.2.
Interference in the
Auction.
The buyer of each total or partial lot of the PN Shares may
interfere in the Auction provided that (i) the interfering party has obtained a
registration for a concurrent offer with BOVESPA up to 6:00 p.m. on the day
prior to the Auction Date; (ii) the value of the concurrent proposal is at least
five percent (5%) above the Price; and (iii) the requirements and procedures set
for the Offer object of this Notice are met.
3.3
Settlement of Offers
.
The Offers will be financially settled on a gross settlement basis in Brazilian
reais and in line with the rules set forth by CBLC on the third business
day immediately after the date of the Auction. After the receipt of funds
related to the Price, CBLC will be responsible for paying the respective custody
agents, which will then transfer the total amount of these funds to the
shareholders accepting the Offers. CBLC will not guarantee the settlement of any
of the Offers.
3.4
Assurance of Financial
Settlement.
The Intermediary Institution will assure the financial
settlement of the Auction, except in the event of a concurrent
offer.
3.5
Brokerage Costs and
Fees.
All brokerage costs and fees, including “emolumentos” charged by
BOVESPA and the settlement fees charged by CBLC, relating to the purchase will
be borne by the Offeror, whereas those relating to the sale will be borne by the
respective selling shareholders. The expenses arising from the Auction, such as
brokerage costs and fees, “emolumentos” and fees charged by BOVESPA and/or CBLC
will follow the applicable price table on the Auction Date and other legal
provisions in force.
3.6. Shareholders
wishing to accept any of the Offers by selling their PN Shares in the Auction
must meet the requirements for trading such shares as set out in BOVESPA’s
transaction rules.
4. Conditions
for Performing, Changing and Revoking the Offers
4.1. The
Offers shall only be valid if none of the following events occur before 9:00 am
Brazil time (8 a.m. NY time) on the second day prior to the Auction Date, except
if the Offeror waives the respective condition (according to the terms of
item
4.1.1.
):
1.
|
the
businesses, conditions, revenues, operations or shareholding structure of
the Company or its direct and indirect subsidiaries undergoes a
significant adverse change as a result of any of the following
events:
|
a.
|
the
issuance by any governmental body of the Executive, Legislative or
Judiciary Branches of any act that:
|
i.
|
questions,
restricts or limits the Offeror’s capacity to perform the Offers, hold
shares of the Company, acquire additional shares of the Company, or
exercise the rights or receive distributions to which it is
entitled;
|
ii.
|
orders
the termination or change to the terms and conditions of any licenses,
authorizations or concessions granted for the business operation of the
Company or its direct and indirect
subsidiaries;
|
iii.
|
orders
the expropriation, confiscation or limitation on the disposal of assets of
the Company or its direct and indirect
subsidiaries;
|
iv.
|
orders
the reduction in rates or fees charged for the provision of services by
the Company or its direct and indirect subsidiaries, or set out additional
requirements for investment, provision of services or implementation of
measures that necessarily increase the costs of the Company or its direct
and indirect subsidiaries;
|
v.
|
suspends,
restricts or limits the transactions conducted in the foreign exchange
market or the inflow or outflow of currency in the
country;
|
b.
|
the
outbreak of war or civil or political unrest in Brazil or
abroad;
|
c.
|
the
occurrence of natural disasters such as an earthquake, a flood or other
similar event or any external factor that causes severe damage to the
following:
|
|
i.
|
infrastructure,
communication system or public utilities in the states where the Company
or any of its direct or indirect subsidiaries provide services or in any
other relevant area of the Country;
or
|
|
ii.
|
assets
of the Company and any of its direct and indirect subsidiaries affecting
the regular course of their
business;
|
2.
|
general
suspension of securities in general or shares issued by the Company on
BOVESPA for over 24 hours;
|
3.
|
at
the closing of any trading session, the drop of the BOVESPA index
(IBOVESPA) expressed in US dollars (converted at the average exchange
ratio for purchase and sale furnished by the Brazilian Central Bank
(“BACEN”), Transaction PTAX 800, Option 5, published by Brazilian Central
Bank Information System (“SISBACEN”) at 6:00 pm on such date) by at least
20% (twenty per cent) in relation to the index as published on April 4,
2008, which was 64,446 points;
|
4.
|
at
the closing of foreign exchange market on any date, the drop (converted at
the average exchange rate for purchase and sale furnished by BACEN,
Transaction PTAX 800, Option 5, published by the SISBACEN at 6:00 pm on
such date) in the value of
reais
in relation to
the US dollar by at least 20% (twenty per cent) in relation to the value
of
reais
to the
US dollar as published on April 4, 2008, which was
R$1.711/US$1.00;
|
5.
|
substantial change
to the applicable rules of the capital markets prevailing in Brazil or
increase in the rate of taxes that adversely affects or obstructs the
completion of Offers by the
Offeror;
|
6.
|
revocation
of any governmental authorization necessary for the implementation of
Offers or issuance of any act by an authority that
|
|
obstructs
the Offeror to conduct any of the Offers or to impose a requirement for
purchasing or selling shares issued by the Company;
or
|
|
4.1.1.
|
If
at any time between the date of publication of this Notice and 9:00 am on
the second date prior to the Auction Date any of the events mentioned in
item 4.1.
occurs, the Offeror shall disclose a Material Fact clarifying if it will
proceed with the Offers (having waived the condition) or if the Offers
will not be made.
|
4.2. Each
one of the Offers is unchangeable and irrevocable from the publication of this
Notice until the commencement of the Auction, except, however, in the event a
subsequent and unforeseen considerable change occurs in the circumstances or the
facts existing on this date that results in a substantial increase in the risks
taken by the Offeror inherent to any of the Offers, in which case the Offeror
may amend or revoke such Offer, publishing an announcement to the market
clarifying if it will proceed with such Offer and under which terms and
condition, or if such Offers will no longer be made.
5. Appraisal
Report
5.1.
Appraisal.
BES
Investimento do Brasil S.A. – Banco de Investimento (“
BESI
”) prepared an
appraisal report of the Company relating to the acquisition of the PN Shares
discussed herein (“
Appraisal Report
”),
in the form of CVM Instruction no. 361. The base date of the appraisal is August
2, 2007, the date of disclosure of Material Fact. The Appraisal Report contains
the calculation of the price of the shares of the Company, considering the
following methodologies: (i) weighted average trading price at stock exchange;
(ii) equity value per share; (iii) market multiples; and (iv) average premium
offered in similar transactions, as described below:
Company
|
Methodology
|
Share
price
|
Telemig
Celular
|
Weighted
average trading price
in the
last 12 months prior to
8/1/07.
|
R$443.20
|
Book
value per Share (as of December 31, 2007)
|
R$451.31
|
Market
Multiples (EBITDA)
|
R$810.17
|
Premium
offered in similar transactions
|
Value
between R$631.15 and 648.43
|
5.2.
Representation.
As
per article 8 of CVM Instruction no. 361, BES Securities expressly represents
that: (i) it does not hold shares issued by the Company; (ii) it believes that
the best methodology described in the Appraisal Report to appraise the PN Shares
of the Company is the premium offered in similar transactions; (iii) there are
no conflicts of interest that reduce its independence required by law to perform
its functions under the Offers of this Notice; (iv) it received from the Offeror
the amount of US$1.0 million for the advisory and appraisal services in the
twelve-month period prior to the date of publication of this Notice, including
the amounts related to the preparation of the Appraisal Report.
6. Information
about the Company
6.1.
Telemig
Celular.
6.1.1.
Head Office, Jurisdiction
and Corporate Object
. The head office and jurisdiction of Telemig Celular
is located at Rua Levindo Lopes, no. 258, in the City of Belo Horizonte, State
of Minas Gerais, Brazil. Telemig Celular is controlled by Telemig Participações,
a corporation organized under Brazilian law and incorporated on May 22, 1998 as
a result of the spin-off of Telecomunicações Brasileiras S.A. (“
Telebras
”) during the
privatization process of the telcomunications sector. Telemig Participações is
engaged in the telecommunications business by providing Personal Cellular
Services (“
PCS
”) and by granting
concession or authorization for providing such services. Telemig Celular’s main
corporate object is the exploitation of PCS in Area 4 of Region 1 of the General
Authorization Plan of PCS for the State of Minas Gerais.
6.1.2.
Brief History, Sectors and
Development of its Activities:
Telemig Celular is a company incorporated
as a result of the partial spin-off of Minas Gerais S.A. As part of
Telebras, it has since 1993 provided cellular mobile telephony services through
one of its divisions. After the spin-off of Telebras in 1998, as a
measure for getting prepared for the privatization process, the control of
Telemig Celular was transferred to Telemig Participações. In April 2005, Telemig
Celular was authorized to exploit PCS in the “E” RF subtier in the
municipalities of Sector 3 of Region 1 of the General Authorization Plan (“
PGO
”) (Triângulo
Mineiro), so that the Company’s coverage was extended to include the whole State
of Minas Gerais. Telemig Celular is the company with the highest percentage of
postpaid plan customers in its marketplace, an important factor for the results
of its business, once this segment comprises the users with highest added-value,
having reached 3,900,826 customers in 2007.
6.1.3.
Capital
Stock
.
On April 3, 2008, the capital stock of
Telemig Celular amounted to R$ 528,000,000.00 and comprised 2,372,176 nominative
book-entry shares without par value, of which 891,241 are common shares, 196 are
Class B preferred shares, 20,769 are Class C preferred shares, 1 are Class D
preferred shares, 3,830 are Class E preferred shares, 12,783 are Class F
preferred shares, and 1,443,356 are Class G preferred
shares.
6.1.4.
Shareholding
Structure
. The shareholding structure of Telemig Celular on April 3, 2008
was:
Ownership
structure - Telemig Celular S.A.
|
Shareholders
|
Common
|
%
|
Preferred
|
%
|
Total
|
%
|
Capital
in R$
|
Telemig
Part
|
794,764
|
89.175
|
1,180,078
|
79.685
|
1,974,842
|
83.250
|
439,560,000.00
|
Free
Float
|
96,477
|
6.515
|
300,857
|
20.315
|
397,334
|
16.750
|
88,440,000.00
|
Total
Capital
|
891,241
|
100.00
|
1,480,935
|
100.00
|
2,372,176
|
100.00
|
528,000,000.00
|
6.1.5.
Telemig Celular’s
Economic-Financial Indicators
. Telemig Celular’s Brazilian GAAP
economic-financial indicators, based on its financial statements, are as
follows:
Telemig
Celular
|
|
Fiscal
Year Ended
December
31,
|
Item
|
2006
|
2007
|
Realized
Capital Stock (in thousands of R$)
|
438,099
|
470,000
|
Stockholders’
Equity (in thousands of R$)
|
953,434
|
1,070,593
|
Net
Operating Revenue (in thousands of R$)
|
1,193,476
|
1,377,400
|
Operating
Result (in thousands of R$)
|
183,627
|
249,677
|
Net
Profit (Loss) (in thousands of R$)
|
136,696
|
176,931
|
Total
Liabilities (in thousands of R$)
|
664,920
|
834,968
|
Ex-Treasury
Stock (thousand)
|
2,372
|
2,372
|
Profit
(Loss) per Share (in R$)
|
57.72
|
74.58
|
Stockholders’
Equity per Share (in R$)
|
401.95
|
451.31
|
Total
Liabilities / Stockholders’ Equity (%)
|
69.7%
|
78.0%
|
Net
Profit (Loss) / Stockholders’ Equity (%)
|
14.3%
|
16.5%
|
Net
Profit (Loss) / Net Operating Revenue (%)
|
11.5%
|
12.8%
|
Net
Profit (Loss) / Realized Capital Stock (%)
|
31.2%
|
37.6%
|
6.1.6.
Trading Historical
Information
: The table below provides historical trading information of
each class of preferred share of Telemig Celular:
M
onth
|
Neg.
Code
|
Kind
.
|
Amount
.
|
Volume (R$)
|
Minimum
Price
|
Maximum
Price
|
Average
Price
|
Settlement
Price
|
May
/07
|
TMGC6
|
PNB
|
14
|
6
,
860
.
00
|
490
.
00
|
490.
00
|
490
.
00
|
490
.
00
|
M
onth
|
Neg.
Code
|
Kind
.
|
Amount
.
|
Volume (R$)
|
Minimum
Price
|
Maximum
Price
|
Average
Price
|
Settlement
Price
|
April/07
|
TMGC7
|
PNC
|
133
|
71,540.00
|
500.00
|
540.00
|
537.89
|
500.00
|
May/07
|
TMGC7
|
PNC
|
149
|
75,230.00
|
470.00
|
520.00
|
504.90
|
520.00
|
June/07
|
TMGC7
|
PNC
|
111
|
57,442.00
|
451.00
|
520.00
|
517.50
|
510.00
|
July/07
|
TMGC7
|
PNC
|
16
|
8,732.00
|
502.00
|
570.00
|
545.75
|
502.00
|
August/07
|
TMGC7
|
PNC
|
1,522
|
985,960.00
|
600.00
|
670.00
|
647.81
|
650.00
|
Sept/07
|
TMGC7
|
PNC
|
71
|
46,150.00
|
650.00
|
650.00
|
650.00
|
650.00
|
Oct/07
|
TMGC7
|
PNC
|
2
|
1,212.00
|
602.00
|
610.00
|
602.00
|
610.00
|
Nov/07
|
TMGC7
|
PNC
|
2
|
1,211.00
|
601.00
|
610.00
|
610.00
|
601.00
|
Dec/07
|
TMGC7
|
PNC
|
1
|
610.01
|
610.01
|
610.01
|
610.01
|
610.01
|
Dec/07
|
TMGC7
|
PNC
|
69
|
41,400.00
|
600.00
|
600.00
|
600.00
|
600.00
|
Jan/08
|
TMGC7
|
PNC
|
219
|
131,400.00
|
600.00
|
600.00
|
600.00
|
600.00
|
Feb/08
|
TMGC7
|
PNC
|
-
|
-
|
-
|
-
|
-
|
-
|
Mar/08
|
TMGC7
|
PNC
|
128
|
76,800.00
|
600.00
|
600.00
|
600.00
|
600.00
|
April/08
(*)
|
TMGC7
|
PNC
|
1
|
600.00
|
600.00
|
600.00
|
600.00
|
600.00
|
(*)
Until the trading
sess
ion of
Bovespa of
April 04,
2008
Month
|
Neg.Code
|
Kind.
|
Amount.
|
Volume (R$)
|
Minimum
Price
|
Maximum
Price
|
Average
Price
|
Settlement
Price
|
April/07
|
TMGC11
|
PNE
|
92
|
45,540.00
|
495.00
|
495.00
|
495.00
|
495.00
|
May/07
|
TMGC11
|
PNE
|
8
|
4,000.00
|
500.00
|
500.00
|
500.00
|
500.00
|
June/07
|
TMGC11
|
PNE
|
10
|
5,200.00
|
520.00
|
520.00
|
520.00
|
520.00
|
July/07
|
TMGC11
|
PNE
|
35
|
18,810.00
|
510.00
|
550.00
|
537.43
|
510.00
|
August/07
|
TMGC11
|
PNE
|
499
|
323,950.00
|
550.00
|
650.00
|
649.20
|
650.00
|
Sept/07
|
TMGC11
|
PNE
|
208
|
135,200.00
|
650.00
|
650.00
|
650.00
|
650.00
|
Oct/07
|
TMGC11
|
PNE
|
-
|
-
|
-
|
-
|
-
|
-
|
Nov/07
|
TMGC11
|
PNE
|
-
|
-
|
-
|
-
|
-
|
-
|
Dec/07
|
TMGC11
|
PNE
|
112
|
67,200.00
|
600.00
|
600.00
|
600.00
|
600.00
|
Jan/08
|
TMGC11
|
PNE
|
-
|
-
|
-
|
-
|
-
|
-
|
Feb/08
|
TMGC11
|
PNE
|
-
|
-
|
-
|
-
|
-
|
-
|
Mar/08
|
TMGC11
|
PNE
|
-
|
-
|
-
|
-
|
-
|
-
|
April/08
(*)
|
TMGC11
|
PNE
|
-
|
-
|
-
|
-
|
-
|
-
|
(*)
Until the trading
sess
ion of
Bovespa of
April 04,
2008
.
Month
|
Neg.Code
|
Kind.
|
Amount.
|
Volume (R$)
|
Minimum
Price
|
Maximum
Price
|
Average
Price
|
Settlement
Price
|
April/07
|
TMGC12
|
PNF
|
90
|
44,550.00
|
495.00
|
495.00
|
495.00
|
495.00
|
May/07
|
TMGC12
|
PNF
|
-
|
-
|
-
|
-
|
-
|
-
|
June/07
|
TMGC12
|
PNF
|
-
|
-
|
-
|
-
|
-
|
-
|
July/07
|
TMGC12
|
PNF
|
1
|
510.00
|
510.00
|
510.00
|
510.00
|
510.00
|
August/07
|
TMGC12
|
PNF
|
276
|
178,790.00
|
540.00
|
650.00
|
647.79
|
600.00
|
Sept/07
|
TMGC12
|
PNF
|
-
|
-
|
-
|
-
|
-
|
-
|
Oct/07
|
TMGC12
|
PNF
|
-
|
-
|
-
|
-
|
-
|
-
|
Nov/07
|
TMGC12
|
PNF
|
6,183
|
3,802,545.00
|
615.00
|
615.00
|
615.00
|
615.00
|
Dec/07
|
TMGC12
|
PNF
|
88
|
52,800.18
|
600.00
|
600.01
|
600.01
|
600.00
|
Jan/08
|
TMGC12
|
PNF
|
30
|
18,000.00
|
600.00
|
600.00
|
600.00
|
600.00
|
Feb/08
|
TMGC12
|
PNF
|
-
|
-
|
-
|
-
|
-
|
-
|
Mar/08
|
TMGC12
|
PNF
|
10
|
6,000.00
|
600.00
|
600.00
|
600.00
|
600.00
|
April/08
(*)
|
TMGC12
|
PNF
|
-
|
-
|
-
|
-
|
-
|
-
|
(*)
Until the trading
sess
ion of
Bovespa of
April 04,
2008
.
Month
|
Neg.Code
|
Kind.
|
Amount.
|
Volume (R$)
|
Minimum
Price
|
Maximum
Price
|
Average
Price
|
Settlement
Price
|
April/07
|
TMGC13
|
PNG
|
100
|
68,999.00
|
689.99
|
689.99
|
689.99
|
689.99
|
May/07
|
TMGC13
|
PNG
|
68
|
46,920.00
|
690.00
|
690.00
|
690.00
|
690.00
|
June/07
|
TMGC13
|
PNG
|
100
|
69,000.00
|
690.00
|
690.00
|
690.00
|
690.00
|
July/07
|
TMGC13
|
PNG
|
100
|
68,899.00
|
688.99
|
688.99
|
688.99
|
688.99
|
August/07
|
TMGC13
|
PNG
|
6,717
|
5,709,532.88
|
849.99
|
880.00
|
850.01
|
849.99
|
Sept/07
|
TMGC13
|
PNG
|
188
|
159,829.82
|
849.99
|
879.99
|
850.16
|
850.00
|
Oct/07
|
TMGC13
|
PNG
|
-
|
-
|
-
|
-
|
-
|
-
|
Nov/07
|
TMGC13
|
PNG
|
493
|
396,056.42
|
799.99
|
820.00
|
803,76
|
800.00
|
Dec/07
|
TMGC13
|
PNG
|
328
|
240,802.80
|
694.99
|
773.99
|
756.16
|
694.99
|
Jan/08
|
TMGC13
|
PNG
|
302
|
204,984.03
|
650.00
|
693.00
|
678.37
|
692.99
|
Feb/08
|
TMGC13
|
PNG
|
-
|
-
|
-
|
-
|
-
|
-
|
Mar/08
|
TMGC13
|
PNG
|
82
|
13,023,411.44
|
600.00
|
690.00
|
636.26
|
630.00
|
April/08
(*)
|
TMGC13
|
PNG
|
4
|
6,250,810.00
|
620.00
|
650.00
|
620.00
|
635.00
|
(*)
Until the trading
sess
ion of
Bovespa of
April 04,
2008
.
(**)Until the trading session of April
04, 2008
7. Information
About the Offeror
7.1.
Head Office,
Venue and Corporate Purpose
. The head office of the Offeror is
located at
SC/Sul, Quadra 2, Bloco C, 256, 3
rd
.
pavement, Ed.Toufic, Plano Piloto, in the city of Brasilia, Federal District,
Brazil. The Offeror is a closely-held corporation, controlled by Vivo S.A and
Vivo Participações S.A, which is owner of 100% of the capital stock of Vivo
S.A.
Vivo Par
is a publicly-held corporation, incorporated under the laws of Brazil, with head
offices at Avenida Roque Petroni Jr, 1,464, Morumbi, in the City of São Paulo,
State of São Paulo, Brazil. Vivo Par
was formerly named Telesp Celular
Participações S.A., and controls Vivo S.A., develops SMP services in the areas 7
and 8 of Regions I and II, in the Service Area 7 of Region II, and SMP services,
in Region I (service areas 3 and 9), in Region II (service area 6) and in Region
III (service areas 1 and 2) and indirectly Telemig Celular S.A. that develops
SMP services in the area 4.
On the Anatel’s Auction occurred on
September, 18
th
, Vivo
S.A. acquired the Band L lots, except for lot 16 (area of Londrina-PR into
region 5) and of lot 20 (North of Brazil – region 8). Band L comprises lots in
the frequency range from 1895 to 1900 Mhz and from 1975 to 1980 Mhz, with 5 + 5
Mhz width. Accordingly, Vivo S.A. managed to complete its last coverage gap and
will be soon operating in the whole Brazilian territory. On the Anatel’s Action
occurred on December, 20
th
, Vivo
acquired the Band J lots, with 10 + 10 MHz.
7.2.
Brief
History, Sectors and Development of its Activities
.
The Offeror, a company organized under
the laws of Brazil and incorporated in November 2000, is
a company that
renders telecommunications’ limited specialized services (SLE) in the
submodalities of circuit and network, as classificated by
ANATEL – Agência Nacional de
Telecomunicações
; as well
as, rendering services of mobile and fixed internet, Cable TV and wireless paid
TV.
Until 2004, Offeror was
authorized to render Multimedia Communications Services.
Vivo Par
, a company organized under the laws of
Brazil and incorporated in May 1998, is a holding company spun off from Telebrás
which, during the privatization of the Telebrás System, has transferred the
control over the provider of cellular telephone services in São Paulo (Band A),
then called Telesp Celular S.A.
In February 2
001, the Offeror acquired a Band B
operator in the states of Paraná
and Santa Catarina
(Global Telecom S.A.)
.
Vivo Par
also controlled the holding
companies
and op
erating companies
of cellular telecommunications services
in the states of Bahia and Sergipe
(Tele Leste and the TeleBahia and
Telergipe operators), in the states of Rio de Janeiro and Espí
rito Santo (Tele Sudeste and the Telerj
and Telest operators) and in the state of Rio Grande do Sul (Celular CRT
Participaçõ
es and Celular
CRT). On April 25, 2
0
03,
Vivo Par
acquired from Fixcel S.A. 64.03% of the
outstanding capital with voting rights of Tele Centro Oeste Celular
Participaçõ
es S.A.
(“
TCO
”
), controller and operator of SMP
services provider in the Federal District of Brazil, as well as in the
state
s of Goiá
s, Mato Grosso do Sul, Mato Grosso,
Rondô
nia, Acre and
Tocantins and NBT, SMP services provider in the states of Amapá
, Amazonas, Maranhã
o, Pará
and Roraima. On February 22, 2006, a
corporate reorganization was approved during which the shares in
the
TCO were incorporated, which made it a
wholly-owned subsidiary of
Vivo Par
, and the merger of the holding
companies
Tele Sudeste Celular
Participaçõ
es S.A., Tele
Leste Celular Participaçõ
es
S.A. and Celular CRT Participaçõ
es S.A. into
Vivo Par
was appr
oved as well. Later, on October 31,
2006, the merger of the operators previously controlled by the holding
companies
merged into
Vivo Par
into Vivo
S.A.
(presently Global Telecom S.A.) was
approved. Thus, the SMP services that had been provided by the oper
ators in all the areas and regions
listed in
item
7
.1.
above started to be provided by Vivo
S.A.
7.3
Information
About the Offeror’s Controlling Shareholders
. Brasilcel N.V. (“
Brasilcel
”) is the
direct
controlling shareholder of the
Vivo Par
Offeror
and indirectr controlling shareholder
of the Offeror
. Brasilcel
is a Dutch holding company, whose shares are held in equal parts by Portugal
Telecom,
SGPS
,
S.A.
and Telefónica S.A. Brasilcel’s
corporate purpose is to control companies developing SMP services in the
Brazilian territory.
8. Representations
8.1. The
Offeror agrees to pay to holders of PN Shares that accept the Offer the highest
amount of (a) the respective Offer price, adjusted as provided in this Notice
and restated by the changes in the number of shares arising from bonuses,
split-ups, groupings and conversions that may occur, and (b) the following
values: (i) the price per share which would be due, or which might be due, upon
the occurrence, within one (1) year from the Auction Date, of either a fact
requiring or which might require the holding of an obligatory public offer of
acquisition of the same shares, as provided for by CVM Instruction no 361/02, or
(ii) the value to which they would be entitled in the event they were still
shareholders and dissented from the resolution that approved a corporate event
permitting the exercise of rights to withdraw, also within 1 (one) year from the
Auction Date.
8.2. The
payments dealt with in
item 8.1.
shall be
made in local currency, calculated as provided for in such items, adjusted for
inflation by the variation of the
Brazilian Reference Rate (TR)
from the Auction Date until the date of such payment. For purposes of adjustment
by TR, when the TR is not known, the rate to be applied for the corresponding
period shall be the average over the latest twelve-month period. If the TR is
extinct or not disclosed for over thirty (30) days, or, due to superseding legal
rules or regulations, can not be adopted to adjust value, then from the date the
TR is extinct or impediment of its adoption, the index that replaces it by the
Federal Government shall be adopted.
8.3. The
Offeror, Vivo Par and the Intermediary Institution represent that they are not
aware of the existence of any material facts or circumstances not disclosed to
the public, which might have a relevant influence on the Company’s results or on
the quotation of its shares.
8.4. The
Intermediary Institution and the persons to which it is related represent that
they do not hold nor have under their discretionary administration shares issued
by the Company.
8.5. The
Intermediary Institution represents that it is indirectly controlled by a
financial group that, according to the applicable Portuguese legislation, as of
June 30, 2007, holds common shares representing as of January 14, 2008, holds
common shares representing 7.79% of the capital stock of Portugal Telecom SGPS,
S.A., shareholder that directly and indirectly holds 50% of the capital stock of
Brasilcel, N.V., parent company of the Offeror.
8.6. The
Company registration, dealt with in Article 21 of Law no. 6,385/76, is duly
updated with CVM.
9. Additional
Information
9.1. Additional
information about the Company and the public offer for acquisition of preferred
shares may be obtained from the Investor Relations Office of the Company at its
address or website mentioned in
item 9.2.
, or by
telephone at 00 55 11 7420 1172.
9.2.
Access to Contracts,
Appraisal Report, Notice and Shareholders List.
The Contracts, Appraisal
Report, this Notice and the list of the Company’s shareholders are at the
disposal of any interested person (the last document only upon identification
and receipt signed by the interested party). In addition to the following
addresses, the Appraisal Report and this Notice may be found on the Internet at
the following sites.
BES
SECURITIES DO Brasil S.A. Corretora de Câmbio e Valores Mobiliários
Av.
Brigadeiro Faria Lima, 3729, 6º andar, São Paulo, SP
www.bessecurities.com.br
VIVO
Participações S.A.
Av. Roque
Petroni Júnior, 1.464, São Paulo, SP
www.vivo.com.br
Comissão
de Valores Mobiliários – CVM
Rua
Formosa, nº 367, 20º andar, Centro, São Paulo, SP.
Rua Sete
de Setembro, 111, 5º andar - “Centro de Consultas”, Rio de Janeiro,
RJ
www.cvm.gov.br
Bolsa
de Valores de São Paulo - Bovespa
Rua XV de
Novembro, 275, São Paulo, SP
www.bovespa.com.br
9.3.
Registration with
CVM:
The Offers object of this Notice are not required to be registered
with CVM. BOVESPA authorized the holding of Auctions for each Offer in its floor
session.
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.
Date:
April 8
, 200
8
|
|
|
|
By:
|
/S/ Ernesto
Gardelliano
|
|
|
Ernesto
Gardelliano
Chief
Financial Officer
|
|
VIVO PARTICIPAÇÕ
ES
S.A.
|
|
|
|
By:
|
/S/ Ernesto
Gardelliano
|
|
|
Ernesto
Gardelliano
Investor Relations
Officer
|
|
FORWARD-LOOKING
STATEMENTS
This press release may contain
forward-looking statements. These statements are statements that are not
historical facts
, and are
based on management's current view and estimates of future economic
circumstances, industry conditions, company performance and financial results.
The words "anticipates", "believes", "estimates", "expects", "plans" and similar
expressions, as t
h
ey relate to the company, are intended
to identify forward-looking statements. Statements regarding the declaration or
payment of dividends, the implementation of principal operating and financing
strategies and capital expenditure plans, the direction of
future operations and the factors or
trends affecting financial condition, liquidity or results of operations are
examples of forward-looking statements. Such statements reflect the current
views of management and are subject to a number of risks and unce
r
tainties. There is no guarantee that the
expected events, trends or results will actually occur. The statements are based
on many assumptions and factors, including general economic and market
conditions, industry conditions, and operating factors. Any ch
a
nges in such assumptions or factors
could cause actual results to differ materially from current
expectations.
Telefonica Brasil (NYSE:VIV)
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From Apr 2024 to May 2024
Telefonica Brasil (NYSE:VIV)
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From May 2023 to May 2024