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. CNPJ/MF nº 02.558.074/0001-73 - NIRE
35.3.001.587.9-2 Publicly-held Company, with authorized capital
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MINUTES
OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 20,
2009
1.
DATE, TIME AND PLACE: March 20, 2009, at 6:00 p.m., at Av. Roque Petroni
Junior, 1464, 6th floor, Morumbi, São Paulo - SP.
2.
CHAIRMAN AND SECRETARY: Luis Miguel Gilpérez López – Chairman of the
meeting; Breno Rodrigo Pacheco de Oliveira – Secretary of the
meeting.
3.
ATTENDANCE: The meeting initiated with the attendance of the members of
the Board of Directors representing the necessary quorum, as provided in the
Bylaws of the Company.
4.
AGENDA AND RESOLUTIONS:
Mr. Luis Miguel
Gilpérez López, President of the Board of Directors, clarified that the meeting
had the purpose of discussing and resolving about the proposal of a corporate
restructuring aiming the merger of shares of Telemig Celular S.A. (“TC”)
into Telemig Celular Participações S.A. (“TCP”)
and of TCP into the Company, for the conversion of TC into a wholly-owned
subsidiary of TCP and of TCP into a wholly-owned subsidiary of the Company
(“Corporate
Restructuring”).
The Chairman
also clarified that the purpose of the 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. The Corporate Restructuring will be done in a
way that will not change the control of the companies involved.
After
clarifications and presentation of the proposal by the Board of Officers, the
members of the Board of Directors, by unanimous votes, have resolved to
authorize the commencement of the Corporate Restructuring, ad
referendum of the general shareholders’ meeting of the Company.
SIGNATURES:
Luis Miguel Gilpérez López – President of the Board of Directors; Shakhaf Wine,
Vice-President of the Board of Directors; Luis Miguel da Fonseca Pacheco de Melo
(Director represented by Shakhaf Wine), Rui Manuel de M. D’Espiney Patrício
(Director represented by Shakhaf Wine), Félix Pablo Ivorra Cano, Ignácio Aller
Mallo (Director represented by Luis Miguel Gilpérez López); José Guimarães
Monforte, Luiz Kaufmann, Carlos Manuel Mendes Fidalgo Moreira da Cruz
(Director represented by Shakhaf Wine) and Antonio Gonçalves de Oliveira members
of the Board; and Breno Rodrigo Pacheco de Oliveira - Secretary.
The
present certificate is a true and correct copy of the minutes of the
extraordinary meeting of the Board of Directors, held on March 20, 2009 drawn up
in the proper corporate book.
Breno
Rodrigo Pacheco de Oliveira
Secretary of the meeting- OAB/RS nº
45.479
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.