Filed by
Vivo Participações S.A.
This
communication is filed pursuant to Rule 425 under The Securities Act of 1933, as
amended.
Subject
Company: Telemig Celular Participações S.A.
Commission
File Number: 001-14483
Subject
Company: Telemig Celular S.A.
Commission
File Number: 333-09470
Date: May
11, 2009
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VIVO PARTICIPAÇÕES S.A. Publicly-held
Company CNPJ MF 02.558.074/0001-73 - NIRE 35.3.001.587-92
TELEMIG CELULAR PARTICIPAÇÕES S.A. Publicly-held
Company CNPJ MF 02.558.118/0001-65 - NIRE 31.3.0002535-7
TELEMIG CELULAR S.A. Publicly-held Company CNPJ
MF 02.320.739/0001-06 NIRE 31.3.0001299-9
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NOTICE OF
MATERIAL FACT
The managements of Vivo Participações S.A. (“Vivo Part.”), Telemig Celular
Participações S.A., ("TCP") and Telemig Celular S.A. (“TC”) (jointly referred to
as “Companies”), in compliance with and for the purpose of Instructions CVM Nr.
319/99 and 358/02, inform that it was approved on the date hereof, by their
respective Board of Directors, the proposal to be submitted to the shareholders
of the Companies, of a corporate restructuring for the merger of shares of TC
into TCP and of TCP into Vivo Part., for the conversion of TC into the
wholly-owned subsidiary of TCP and of TCP into the wholly-owned subsidiary of
Vivo Part. (“Corporate Restructuring”).
1. Purposes: The purpose of the intended Corporate Restructuring is to
simplify the current organizational structure that currently comprises three
publicly-held companies, two of them with ADRs traded abroad. The simplified
structure will reduce administrative costs and allow the shareholders of the
Companies to participate in one company with shares traded in the Brazilian and
International stock exchanges increasing liquidity and facilitating the
unification, standardization and the rationalization of the general
administration of the businesses.
As TC shall be a wholly-owned subsidiary of TCP and that TCP shall become a
wholly-owned subsidiary of Vivo Part., their registries with CVM and with
BOVESPA will be cancelled, as well as the registries of TCP with the Securities
and Exchange Commission “SEC” and with the New York Stock Exchange “NYSE”,
in order to eliminate the costs related thereto.
2. Structure: The simplified organization chat herein below reproduced
demonstrates the current corporate structure and the corporate structure after
the implementation of the Corporate Restructuring described herein. We point out
that the referred transaction will not change the final composition of the
control of the involved companies:
Current Corporate Structure:
Corporate Structure after the merger of shares of TC into TCP and of TCP
into Vivo Part.:
3. Implementation of the Corporate Restructuring: the totality of shares of
TC will be merged into TCP, and the holders of the merged shares of TC shall
receive in exchange for their shares, new shares to be issued by TCP. On
the same date, the shares of TCP shall be merged into Vivo Part., and the
holders of the merged shares of TCP shall receive in exchange for their shares,
new shares to be issued by Vivo Part., in accordance with the exchange ratio to
be established by the Companies.
Considering the recommendations stated in the Parecer de Orientação nr. 35/08
issued by the Brazilian Securities and Exchange Commission - CVM, special
independent committees were created in TCP and in TC (“Special Committees”), in
order to issue their opinion regarding the exchange ratio of shares and other
conditions of the Corporate Restructuring that will be proposed and to submit
their recommendation on such conditions to the Board of Directors of the
Companies.
The Special Committees are composed as follows: in TCP: Shakhaf Wine,
Director chosen by the majority of the members of the Board of Directors;
Marcelo Santos Barbosa, Director indicated by the non-controlling shareholders;
and Norair Ferreira do Carmo, chosen jointly the other two members of the
Special Committee; and (ii) in TC: Shakhaf Wine, Director chosen by the majority
of the members of the Board of Directors; Antonio Cardoro dos Santos, Director
indicated by the non-controlling shareholders; and Norair Ferreira do Carmo,
chosen jointly by the other two members of the Special Committee.
3.1. The merger of shares of TC and of
TCP shall not result in the modification of the number or the composition per
class of their shares, that shall be held at the end, in the totality, by Vivo
Part. The shareholders of common and preferred shares of TC merged into the net
worth of TCP will receive new shares of TCP of the same class, meaning that the
preferred shares of TC merged will be exchanged by new preferred shares of TCP
to be issued and, the common shares of TC merged will be exchanged by new common
shares of TCP to be issued. Immediately after and in the same way, the common
and preferred shares of TCP merged Vivo Part. and the respective shareholders of
TCP will receive in exchange for their shares, new shares of Vivo Part. of the
same class. Therefore, at the end of the transaction, the non-controlling
shareholders of TC and of TCP shall become shareholders of Vivo Part.
3.2. Appraisals: In compliance
with Law No. 6,404/76 and CVM Instruction nr. 319/99, a specialized company will
be retained to audit the financial reports of TC and of TCP that shall be used
as a base to the merger of shares, as well as financial advisory services
for the elaboration of the appraisal reports of the Companies, that shall
be used as a parameter for establishing exchange ratio of shares in arm's-length
basis. Additionally, for the purposes of accomplishing with article 264 of Law
No. 6,404/76, TCP, TC and Vivo Part. shall have their respective net worth
calculated at market value, using the same criteria and on the same base date,
being such appraisals prepared by a specialized company.
3.3. Once the appraisals and the
necessary analysis are finished and the recommendations of the Special
Committees are issued to the Board of Directors of TCP and TC fir them to take
their resolutions, the Companies disclose by means of a notice of material
fact, the exchange ratio and the other terms and conditions that shall be
finally proposed by the Board of Directors of the Companies involved in the
Corporate Restructuring.
The proposals of the Board of Directors shall be subject to the approval of
the shareholders in the general shareholders’ meetings to be held for this
purpose, on the terms of Law No. 6,404/76 and observing what is stated in CVM
Instruction No. 319/99 and of Parecer de Orientação CVM nº
35/08. We estimate that the Corporate Restructuring will be concluded in the
second semester of 2009.
4.
Additional Information
4.1. Additionally to the
complementary notice of material fact containing the details on the terms and
conditions of the Corporate Restructuring as mentioned above, it will be
published the respective call notices for the extraordinary general
shareholders’ meeting of the Companies in which the intended Corporate
Restructuring will be voted.
4.2. The shareholders of common and
preferred shares of TC and of the common shares of Vivo Part. that dissent of
the merger of shares and the shareholders of common shares of TCP that dissent
of the merger of its shares shall have, as from the date of the general
extraordinary shareholders’ meeting of the Companies that resolve about the
Corporate Restructuring, the right to withdraw from the respective companies, by
the reimbursement of shares that they are legitimate holders on the announcement
of this Notice of Material Fact.
The value of the reimbursement of the shareholders that dissent of the
transaction will be timely disclosed, jointly with the other conditions of the
transaction.
4.3. Exam of the Merger of Shares
by the Regulatory Agencies. This Corporate Restructuring shall be submitted to
Agência Nacional de
Telecomunicações - ANATEL. Considering that it is a Corporate
Restructuring of companies of the same economic group, the transaction herein
described is not subject to the approval by the Conselho Administrativo de Defesa
Econômica – CADE. The holding of the shareholders’ meeting that
shall resolve on the Corporate Restructuring is subject to the
effectiveness of the register by Securities Exchange Commission - SEC, in the
terms required by the regulation of such North-American commission, in view of
the negotiation of ADRs of TCP in the New York Stock Exchange.
4.4. Future Transactions. Once
the Corporate Restructuring is concluded, it shall be considered, subject to the
necessary corporate and regulatory approvals, the possibility of the
implementation of the merger of TCP into Vivo Part. (as a wholly-owned
subsidiary of Vivo Part.), with the purpose of continuing the process of
simplifying the corporate structure of the VIVO companies, without causing the
alteration in its shareholding structure. However, considering that in this case
it is necessary the prior approval of ANATEL, such merger was not contemplated
in the Corporate Restructuring herein described.
São Paulo, March 20, 2009.
Ernesto
Gardelliano Investor Relations Officer Vivo Participações
S.A. Telemig Celular Participações S.A. Telemig Celular
S.A.
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Roberto
Oliveira de Lima President Officer Vivo Participações
S.A. Telemig Celular Participações S.A. Telemig Celular
S.A.
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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 they 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
uncertainties. 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 changes in such assumptions or factors could cause actual
results to differ materially from current expectations.