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:
June 1, 2009
THE
FOLLOWING ARE MATERIALS MADE PUBLIC BY VIVO PARTICIPAÇÕES S.A. OR TELEMIG
PARTICIPAÇÕES S.A. RELATING TO THE PROPOSED MERGER OF SHARES (INCORPORAÇÃO DE AÇÕES) OF
TELEMIG CELULAR S.A. INTO TELEMIG PARTICIPAÇÕES S.A. AND TELEMIG PARTICIPAÇÕES
S.A. INTO VIVO PARTICIPAÇÕES S.A.
* * * *
*
These
materials may contain forward−looking statements within the meaning of the “safe
harbor” provisions of the Private Securities. 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.
Notice pursuant to the rules of U.S.
Securities and Exchange Commission, or SEC: These materials
contain information distributed by Vivo Participações S.A. (“Vivo”),
Telemig Participações S.A. (“TCP”) and Telemig Celular S.A. (together, the
“Companies”) to their shareholders in connection with actions to be taken by
these shareholders at Extraordinary General Meetings and they are not an
offering document and do not constitute an offer to sell nor a solicitation of
an offer to acquire any securities or a solicitation of any vote or
approval.
Vivo
Participações S.A. and Telemig Celular Participações S.A. inform to their
investors of American Depositary Shares and Vivo Participações S.A., Telemig
Celular S.A. and Telemig Celular Participações S.A. inform the U.S. holders of
common and preferred shares of the Companies that they will file a registration
statement with the SEC in connection with the transactions described in the
Notice of Material Fact. The investors of American Depositary Shares of Vivo and
of TCP and the U.S. holders of common and preferred shares of Telemig Celular
S.A. (“TC”), TCP and Vivo are encouraged to read the applicable U.S.
prospectus/information
statement
(preliminary and definitive versions when available) and the
documents incorporated into the prospectus/information
statement by reference, as such documents will contain important
information. The U.S. prospectus/information statement addressed to the
investors of American Depositary Shares of TCP and Vivo and to holders of common
and preferred shares of TCP, TC and of Vivo will be filed with the SEC as part
of the Registration Statement on Form F-4 of Vivo and of TCP. Investors and
security holders may obtain a free copy of the applicable U.S. prospectus/
information statement (when available) and other documents filed by TCP and by
Vivo with the SEC at its website, www.sec.gov. A copy of the applicable U.S.
prospectus/information statement (when available) can also be obtained for free
from Vivo and TCP.
* * * *
*
2
EXHIBITS
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Exhibit
Number
|
Description
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1.
|
Notice
of Material Fact dated May 29, 2009 regarding the terms and conditions of
(i) the merger of shares of Telemig Celular S.A. into Telemig Celular
Participações S.A., and (ii) the merger of shares of Telemig Celular
Participações S.A. into Vivo Participações S.A.
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|
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2.
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Protocol
of Merger of Shares and Instrument of Justification of Telemig Celular
Participações S.A. into Vivo Participações S.A.
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3.
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Protocol
of Merger of Shares and Instrument of Justification of Telemig Celular
S.A. into Telemig Celular Participações S.A.
|
|
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4.
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Call
Notice for Extraordinary General Shareholders’ Meeting of Vivo
Participações S.A.
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5.
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Call
Notice for Extraordinary General Shareholders’ Meeting of Telemig Celular
Participações S.A.
|
|
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6.
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Call
Notice for Extraordinary General Shareholders’ Meeting of Telemig Celular
S.A.
|
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7.
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Minutes of the Extraordinary Meeting of the Board of Directors of Vivo Participações S.A. held on May 29, 2009. | |
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8.
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Minutes of the Extraordinary Meeting of the Board of Directors of Telemig Celular Participações S.A. held on May 29, 2009. | |
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9.
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Minutes of the Extraordinary Meeting of the Board of Directors of Telemig Celular S.A. held on May 29, 2009. |
3
EXHIBIT 1
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VIVO
PARTICIPAÇÕES S.A.
CNPJ MF
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
Company
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ MF
02.558.118/0001-65 - NIRE 31.3.0002535-7
Publicly-held
Company
TELEMIG
CELULAR S.A.
CNPJ MF
02.320.739/0001-06 NIRE 31.3.0001299-9
Publicly-held
Company
|
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 purposes of CVM Instructions Nr. 319/99 and 358/02,
and in addition to the Notice of Material Fact disclosed on March 20, 2009
(“First Notice of Material Fact”), inform that, on the date hereof, their
respective Board of Directors’ have approved the terms and conditions of the
Corporate Restructuring, regarding the merger of shares of TC into TCP, and of
TCP into Vivo Part., as described
below:
The Managements of
the companies understand that the Corporate Restructuring, with the following
concentration of the shareholders of the Companies in only one publicly-held
company, is justified as it will allow their shareholders to participate in a
company with higher liquidity in Brazilian and foreign stock exchanges, and,
also, will simplify the current organizational structure, reducing management
costs and facilitating the unification, standardization and the rationalization
of the general administration of the Companies.
1. Corporate Restructuring. As
disclosed in the First Notice of Material Fact, the totality of shares of TC
shall be merged into the net worth of TCP, and the holders of the merged shares
of TC shall be directly granted new shares that they are entitled to in TCP. On
the same date thereof, the shares of TCP shall be merged into Vivo Part., and
the holders of the merged shares of TCP (including those shares resulting from
the merger of TC) shall be directly granted new shares that they are entitled to
in the merging company Vivo Part. Accordingly, TC shall become a wholly-owned
subsidiary of TCP, and TCP shall become a wholly-owned subsidiary of Vivo Part.,
pursuant to article 252 of Law No. 6.404/76.
Considering that TC
will become a wholly-owned subsidiary of TCP, and that TCP will become a
wholly-owned subsidiary of Vivo Part., their registrations with CVM and
BM&FBOVESPA will be cancelled, as well as the registrations of TCP with the
Securities and Exchange Commission
(“SEC”) and the New York Stock Exchange
“NYSE”, eliminating the costs related
thereto.
2. Companies Shares and Exchange
Ratio.
2.1. Merger: the merger of
shares of TC will not result in the modification to the amount or composition of
its shares per class, which will be, thereupon, totality held by TCP. The
holders of the common and preferred shares of TC merged into the net worth of
TCP will receive new shares of TCP of the same class, i.e., the merged preferred
shares shall be replaced by new preferred shares of TCP, of single class, to be
issued to the respective holder and the merged common shares of TC will
be
1
|
|
VIVO
PARTICIPAÇÕES S.A.
CNPJ MF
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
Company
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ MF
02.558.118/0001-65 - NIRE 31.3.0002535-7
Publicly-held
Company
TELEMIG
CELULAR S.A.
CNPJ MF
02.320.739/0001-06 NIRE 31.3.0001299-9
Publicly-held
Company
|
replaced by new
common shares of TCP, to be issued to the respective holder. In the same way,
shareholders of TCP holding common or preferred shares merged into the net worth
of Vivo Part. will receive new shares of Vivo Part. of the same class they held
before. The merger of shares of TCP will not result either in the modification
to the amount or composition of its shares per class, which will be, thereupon,
totally held by Vivo Part.
2.2. Exchange Ratio: The
exchange ratio of shares issued by TC to be merged into TCP, and of shares
issued by TCP to be merged into Vivo Part. were set forth based on the
respective economic values of each company, as appraised by Citigroup Global
Markets Inc. (“Citi”) pursuant to the discounted cash flow methodology, on March
31, 2009, as well as to the recommendations of the Special Committees referred
to in item 2.2.1, resulting in the following: (i) TC / TCP Ratio: for each
common or preferred share of TC, 17.40 shares of TCP of the respective class
shall be issued, and (ii) TCP / Vivo Part. Ratio: for each common or preferred
share of TCP, 1.37 shares of Vivo Part. of the respective class shall be
issued.
Upon the completion
of the Corporate Restructuring, the shareholders of TC, whose shares were merged
into TCP, shall receive shares issued by Vivo Part. Accordingly, in connection
with the shares of TC and only as an example, the calculation of the amount of
shares that such shareholders shall receive from Vivo Part. can be made as
follows:
Amount of shares of
TC held by the shareholder x TC/TCP Ratio = Y
|
Y x TCP/Vivo
Ratio = amount of
shares issued by Vivo Part. that shall be granted to the shareholder of
TC
|
Considering the
provisions of article 49 of the bylaws of TCP, and article 30 of the bylaws of
Vivo Part., Citi has declared that, since the exchange ratios set forth by the
Boards of Directors of the Companies are within the exchange ratio range
obtained from the values of the Companies resulting from the valuation report,
Citi understands that an equal treatment was given to the interested
Companies.
The shareholders of
the Companies, whose shares are merged and that, pursuant to the exchange ratio,
are entitled to fractions of shares, at the end of the Corporate Restructuring,
shall receive, pro rata proportionally to their fractions, the net
value of the grouped fractions of shares at
market prices, obtained upon an auction (or auctions,
if the case may be),
to be held at
BM&FBOVESPA.
Such payment to the
shareholders shall be made within five (5) business days from the date when the
last auction is
held.
2
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|
VIVO
PARTICIPAÇÕES S.A.
CNPJ MF
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
Company
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ MF
02.558.118/0001-65 - NIRE 31.3.0002535-7
Publicly-held
Company
TELEMIG
CELULAR S.A.
CNPJ MF
02.320.739/0001-06 NIRE 31.3.0001299-9
Publicly-held
Company
|
2.2.1. In addition to the
reports prepared by Citi and its understanding expressed pursuant to its
condition as a financial advisor of the Companies involved in the Corporate
Restructuring, the Special Committees formed in TC and TCP, pursuant to and for
the purposes of the provisions of Parecer de Orientação CVM nº
35/08 (“Special
Committees”), reviewed the reports and the exchange ratios proposed for
the Corporate Restructuring, with the support of Banco Bradesco BBI S.A. (“Bradesco BBI”) as an
independent financial advisor hired specifically to assist the Special
Committees in their duties. After evaluating the proposals jointly with Bradesco
BBI, the Special Committees presented their opinion to the Managements of TC and
TCP, respectively, recommending that the exchange ratios placed within the
ranges appointed by the Committees to the respective Boards of Directors of the
Companies, which, on their turn, are within the ranges included in the report
prepared by Citi, are adequate.
2.3. Other
Valuations: in compliance with the provisions of
article 264 of Law No. 6.404/76, the specialized company Planconsult
Planejamento e Consultoria Ltda. (“Planconsult”) was hired to appraise the net worth of
TCP, TC and Vivo Part.
at market price, following the same criteria and on the same reference date, and to disclose such parameter to the shareholders of the Companies in compliance with
said legal provisions.
According to such criteria,
(i) the exchange ratio of TC shares for TCP shares would be of 13.912301 common or preferred shares of TCP for
each share of TC of the
same class, and (ii) the
exchange ratio of TCP
shares for common or preferred shares of Vivo Part. would be of 1.697712 shares
of the same class of Vivo
Part. for each share of
TCP.
2.4. Capital Increases in the Merging
Companies: TC shares to be merged into TCP and TCP shares to be merged
into Vivo Part. were appraised in compliance with the provisions of article 252,
first paragraph, combined with article 8, both of them of Law No. 6.404, of
December 15, 1976, based on their respective economic values, as of March 31,
2009, by Planconsult, "ad
referendum" of the shareholders of the Companies, and the following
amounts were obtained for each one: (i) value of TC shares value:
R$ 675,042,982.18, and (ii) value of TCP shares:
R$ 1,879,727,592.70.
The variations in
the net worth occurred in the Companies between the reference date of the
valuation report of their economic value and the date of the shareholders’
meeting that approves the Corporate Restructuring shall remain in each one of
them.
In case of approval
of the merger of TC shares into TCP, by its shareholders, the capital stock of
TCP shall be increased in the amount of R$ 461,368,861.48, resulting in a
total capital stock of R$ 1,084,719,438.71. In addition, in case of
approval of the merger of TCP shares into Vivo Part., by its shareholders, the
capital stock of Vivo Part. shall be increased in the amount of
R$ 1,879,727,592.70, resulting in a total capital stock of
R$ 8,780,150,322.86.
3
|
|
VIVO
PARTICIPAÇÕES S.A.
CNPJ MF
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
Company
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ MF
02.558.118/0001-65 - NIRE 31.3.0002535-7
Publicly-held
Company
TELEMIG
CELULAR S.A.
CNPJ MF
02.320.739/0001-06 NIRE 31.3.0001299-9
Publicly-held
Company
|
3. Shareholders’ Rights. The
bylaws of Vivo Part., Chapters II
and III, will be amended as
a result of the Corporate
Restructuring, in order to reflect the change in the amount of its
capital stock and amount of common and preferred shares representing it. The
bylaws of TC and TCP will be adapted, in the proper moment, to the conversion of
such Companies into wholly-owned subsidiaries.
3.1. The new shares of TCP to
be issued as a result of the Corporate Restructuring and granted to shareholders
of TC shall be entitled to the same rights of the currently outstanding shares
of TCP, of the common class and preferred single class. Accordingly, the new
shares to be issued by Vivo Part. in connection with the merger of TCP shares
(including those issued in exchange to merged shares of TC), will grant their
holders the same rights of the currently outstanding common and preferred shares
of Vivo Part.
Shareholders of the Companies, which shares will be merged, shall become
holders of the shares of
the respective merging company, of the same class as the shares they
held before and with the political and equity advantages informed in the chart
below, which also describes the current rights granted by the shares of the Companies for the purpose of comparison:
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Telemig
Celular S.A.
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Telemig
Celular Participações S.A.
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Vivo
Participações S.A.
|
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Common
Shares
1. Political
Rights: Each common share is entitled to one vote in the resolutions in
the General Shareholders’ Meeting..
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Common
Shares
1. Political
Rights: Each common share is entitled to one vote in the resolutions in
the General Shareholders’ Meeting.
|
Common
Shares
1. Political
Rights: Each common share is entitled to one vote in the resolutions in
the General Shareholders’ Meeting.
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|
2. Dividends:
mandatory minimum of 25% of the adjusted net profit.
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2. Dividends:
mandatory minimum of 25% of the adjusted net profit.
|
2. Dividends:
mandatory minimum of 25% of the adjusted net profit.
|
|
Preferred
Shares
1. Political
rights: the preferred shares of all classes do
not have the right to vote, having, on the other hand, the right to
elect, by separate ballot, a member of the Board of
Directors.
|
Preferred
Shares
1. Political
rights: The preferred shares have
the right of restrict vote, in the situations listed
below:
(a) in the
resolutions in the shareholders meeting regarding the approval of the
execution of agreements of long term between the company or its controlled
companies, in one side, and the controlling shareholders or the controlled
companies, affiliates, subject to common control or controlling
shareholders of this last one, or that constitutes, in any other way,
parties related to the Company, except when the agreements comply with the
uniform clauses;
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Preferred
Shares
1. Political
rights: The preferred shares have
the right of restrict vote, in the situations listed
below:
(a) in the
resolutions in the general shareholders meeting regarding the approval of
agreement with related parties, in which the terms and conditions are more
onerous than the ones normally adopted in the market;
(b) in the
resolutions that refers to the amendment or revocation: (i) of article 9
(approval of the agreements with related parties, as described above);
(ii) sole paragraph of article 11 (call notice of
general
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4
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VIVO
PARTICIPAÇÕES S.A.
CNPJ MF
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
Company
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ MF
02.558.118/0001-65 - NIRE 31.3.0002535-7
Publicly-held
Company
TELEMIG
CELULAR S.A.
CNPJ MF
02.320.739/0001-06 NIRE 31.3.0001299-9
Publicly-held
Company
|
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(b) in the
resolutions that refers to the amendment or revocation: (i) of article 14,
II (approval of agreements as described above); (ii) sole paragraph of
article 15 (call notice of General Shareholders’ Meeting shall be with 30
days in advance in the situations described in article 136, LSA, in first
call and in 15 days in second call); (iii) article 49 (article that
requires the economic-financial analyzes by an independent company,
internationally renowned , for corporate transactions involving controlled
companies).
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shareholders’
meeting with 30 days in advance in the situations described in article
136, LSA, in first call and in 15 days in second call) and (iii) article
30 (article that requires the economic-financial analyzes by an
independent company, internationally renowned , for corporate transactions
involving controlled companies).
Obs.: the
preferred shares, currently, grant their holders the right to vote, temporarily, until the payment of the
dividends that they are entitle to (declared in the Ordinary Shareholders’
Meeting held in 2009, for the payment until December 30,
2009).
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2. Financial
Rights:
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2. Financial
Rights:
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2. Financial
Rights:
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Class “A”:
priority in the reimbursement of the capital without premium and with
right to receive dividends superior to, in 10% (ten per cent), the amount
of dividends paid to the common shares;
Class "B”:
priority in the reimbursement of the capital without premium and in the
receipt of fixed and cumulative dividends of 9% (nine per cent) per year,
calculated over the amount resulting from the division of the part of the
capital stock, represented by the referred class, by the total amount of
shares of such class;
Class "C":
priority in the reimbursement of capital without premium and in the
receipt of fixed and non cumulative dividends of 10% (ten per cent) per
year, calculated over the amount resulting from the division of part of
the capital stock, representing by the referred class, by the total amount
of shares of such class, after the priority dividends of preferred
shares Class “B” are paid
Classes "D"
and “E”: priority in the reimbursement of capital without premium and in
the receipt of fixed dividend (Class “D”) / minimum dividend (Class
“E”) and non cumulative of 6% (six per cent) per
year, calculated over the amount resulting from the division of part of
the capital stock represented by the referred class, by the total amount
of shares of that class;
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Priority in
the reimbursement in the capital, without Premium and payment of minimum
dividends, non cumulative, as the criteria herein below, alternatively,
considering the one that represents the highest amount:
(a) 6% (six
per cent) per year, over the amount resulting from the division of the
subscribed capital stock by the total amount of shares of the Company;
or
(b) priority
in the receipt of minimum dividends non cumulative corresponding to 3%
(three per cent) of the net asset value of the share; and
- Right to
participate in the distributed profits in equal conditions to the common
shares, after the dividend equal to the minimum is guaranteed to those
shares.
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Priority in
the reimbursement of the capital, without premium and priority in the
payment of minimum dividends, non cumulative, as the criteria herein
below, alternatively, considering the one that represents the highest
amount:
(a) 6% (six
per cent) per year, over the amount resulting from the division of the
subscribed capital stock by the total amount of shares of the Company;
or
(b) 3% (three
per cent) per year, over the amount resulting from the division of net
equity by the total amount of shares of the Company; and
- Right to
participate in the profits distributed in equal conditions as the common
shares, after the dividend equal to the minimum is guaranteed to those
shares.
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5
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VIVO
PARTICIPAÇÕES S.A.
CNPJ MF
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
Company
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ MF
02.558.118/0001-65 - NIRE 31.3.0002535-7
Publicly-held
Company
TELEMIG
CELULAR S.A.
CNPJ MF
02.320.739/0001-06 NIRE 31.3.0001299-9
Publicly-held
Company
|
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Class "F":
priority in the reimbursement of capital without premium and in the
receipt of fixed dividends and non cumulative of 10% (ten per cent) per
year, calculated over the amount resulting from the division of part of
the capital stock represented by the referred class, by the total amount
of shares of that class;
Class "G":
priority in the reimbursement of capital without premium and the right of
payment of dividends, as the criteria herein below, alternatively,
considering the one that represents the highest amount: I - priority in
the receipt of fixed dividends and non cumulative of 10% (ten per cent)
per year, calculated over the amount resulting from the division of the
capital stock, represented by the referred class, by the total amount of
shares of that class, issued by the Company; or II - the right to
participate in the dividends to be distributed in the terms of article 39,
sole paragraph, of the Bylaws, according to the following
criteria:
a)
priority in the receipt of minimum non cumulative dividends corresponding
to 3% (three per cent) of the net asset value of the share;
and
b)
the right to participate in the profits distributed in equal conditions as
the common shares, after it is guaranteed the dividend equal to the
minimum prioritized established in accordance with item “a”
above.
2. The
preferred shares class “B” and “C” might be redeemed, at any time, by the
amount calculated as provided in article 11 of the Bylaws, or by the stock
market value, when it is superior to the above, as per the resolution of
Shareholders’ Meeting, chosen randomly, if the cash and cash equivalents
of the Company do not permit the total redemption.
3.
Dividends shall be paid with priority to the preferred shares, attending
the priorities, successively and in this order, of preferred shares of B,
C, D, E, F and G classes, up to the
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6
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VIVO
PARTICIPAÇÕES S.A.
CNPJ MF
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
Company
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ MF
02.558.118/0001-65 - NIRE 31.3.0002535-7
Publicly-held
Company
TELEMIG
CELULAR S.A.
CNPJ MF
02.320.739/0001-06 NIRE 31.3.0001299-9
Publicly-held
Company
|
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limit of
their preference, allocating the balance for the payment of dividends to
the other shares, granting to Class “A” preferred shares an amount that is
10% higher than the amount paid to common shares. The balance will be
distributed amongst common shares and preferred shares of classes A, E and
G in equal conditions between them, though the participation of class “G”
preferred shares in the balance shall only occur in case of receiving
minimum dividends of 3% of the asset value of the share (article 11, VII,
‘II’ of the bylaws of the Company).
4.
The holders of preferred shares classes A, B, C, D, E and F can, during a
90 day period, as from the publishing of the minutes of the General
Shareholders’ meeting that has approved the creation of class “G”,
exercise the right to convert their shares into shares of such
class.
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3.2. Dividends: shares issued
by Vivo Part. to be granted to shareholders of TCP (including
those resulting from the merger of TC shares into TCP) will be
entitled to full dividends and/or interests on shareholders’ equity (or other
compensations) that are declared by Vivo Part.
4.
Additional Information.
4.1. Shareholders’ Meetings:
on the next June 1st, the
respective call notices to the Extraordinary General Shareholders’ Meetings of
the Companies, in which the intended Corporate Restructuring will be resolved,
shall be published, provided that the estimate date for holding such Meetings is
July 14, 2009. The effective holding of the Meetings is subject to the
registration to be obtained with the Securities Exchange Commission – SEC, as
required by the regulation of such North-American commission, in view of the
ADRs of TCP and Vivo Part. traded at NYSE.
4.2. Right to Withdraw:
shareholders holding common and preferred shares of TC, as well as shareholders
holding common and preferred shares of TCP, and shareholders holding common
shares of TCP that dissent from the Corporate Restructuring will have, as of the
date the General Shareholders’ Meetings of the Companies resolve such matter,
the right to withdraw, upon the reimbursement of the shares of the respective
Companies they were shareholders on March 23, 2009, date on which the First
Notice of Material Fact was published.
7
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VIVO
PARTICIPAÇÕES S.A.
CNPJ MF
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
Company
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ MF
02.558.118/0001-65 - NIRE 31.3.0002535-7
Publicly-held
Company
TELEMIG
CELULAR S.A.
CNPJ MF
02.320.739/0001-06 NIRE 31.3.0001299-9
Publicly-held
Company
|
Holders of
preferred shares of Vivo Part. shall not have the right to withdraw, since such
shares have liquidity and market dispersion, as defined in article 137, II,
items a and b of Law No. 6.404/76.
Pursuant to article
137, IV and V, of Law No. 6.404/76, the term for exercising the right to
withdraw consists of 30 days as of the date the minutes of the Shareholders’
Meetings that approve the Corporate Restructuring are published, same date in
which, by the publishing of a Notice to Shareholders, the limit date for
exercising such right, the form and qualification conditions, as well as other
related information, shall be disclosed.
4.3.
Reimbursement Amounts.
The reimbursement
amounts to shareholders holding common and preferred shares of TC and TCP and
common shares of Vivo Part., on the date mentioned in Section 4.2., above, that
dissent from the Corporate Restructuring transaction, calculated by their
respective net worth amount as per financial statements of the Companies as of
March 31st, 2009,
are as follows: (i) the net worth amount of TC is R$ 481.608590530 per
share; (ii) the net worth amount of TCP is R$ 47.291641089 per share; and
(iii) the net worth amount of Vivo Part. is R$ 22.483097320 per share.
According to the
provisions of article 264, third paragraph, of Law No. 6.404/76, the
non-controlling shareholders holding common and preferred shares of TCP, that
dissent from the Corporate Restructuring, may choose, within the period for
exercising the right to withdraw, between the reimbursement amount based on the
net worth of the Company or the reimbursement amount based on its net worth
evaluated at market prices.
For the purposes of
the above provisions, we inform that the reimbursement amount of TCP shares,
based on the net worth at market prices on March 31, 2009, is
R$ 33.369841195.
4.4.
Costs: the costs of the
Corporate Restructuring approximately amounts to R$ 15 million, including costs of valuations, auditing, legal advisory, financial advisory, other advisories, opinions,
publications and additional related
expenses.
4.5.
Independency of
Advisors: in connection with Citi, Bradesco BBI and Planconsult,
there is no conflict or communion of interests with the controlling and minority
shareholders of the
Companies, their partners, or the Corporate Restructuring.
8
|
|
VIVO
PARTICIPAÇÕES S.A.
CNPJ MF
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
Company
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ MF
02.558.118/0001-65 - NIRE 31.3.0002535-7
Publicly-held
Company
TELEMIG
CELULAR S.A.
CNPJ MF
02.320.739/0001-06 NIRE 31.3.0001299-9
Publicly-held
Company
|
4.6. Review of the Merger by
Regulatory Agencies: the current Corporate Restructuring will be
submitted to the Brazilian National Telecommunications Agency – ANATEL for its
knowledge, provided that its prior approval is not required. As the Corporate
restructuring involves Companies of the same economic group, the transaction
described herein is not subject to the approval of the Brazilian Administrative
Council for Economic Defense - CADE. The holding of the Shareholders’ Meetings
to resolve about the Corporate Restructuring is subject to the registration to
be obtained before the Securities Exchange Commission – SEC, as required by the
regulation of such North-American commission, in view of the TCP ADRs traded at
NYSE
4.7. Future Transactions: once
the current Corporate Restructuring is completed, the possibility of merging TCP
into Vivo Part. (by then a wholly-owned subsidiary of it), subject to the required
corporate and regulatory approvals, shall be considered in order to continue
with the process of simplifying the corporate structure of VIVO, without
representing or causing, however, modifications to its shareholding structure.
Notwithstanding the foregoing, considering that such case requires the prior
approval of ANATEL, said merger is not included in the Corporate Restructuring
described herein.
4.8. Documents available: the
documents related to the Corporate Restructuring under discussion shall be made
available to their respective shareholders, for examination, as of June 1st, 2009,
from 09:00AM to 12:00AM and from 02:00PM to 5:00PM, at the head office of each
of the Companies, as follows: (i) Vivo Part.: Avenida Roque Petroni Junior, 1464
- 3rd floor - "B" side - Division of
Corporate Matters, Morumbi, in the
City of São Paulo, State of
São Paulo; (ii) TC and TCP:
Rua Levindo Lopes, 258, 13rd floor - Division of
Corporate Matters, Funcionários, in the City of Belo Horizonte, State of Minas
Gerais.
The access to said
documents and information will be allowed to the shareholders of the respective
Companies that present the statement with their shareholding, issued, at most,
two (2) days in advance. More information can be obtained by telephone number
011 7420-1172, with the team of the Investor Relations Office.
Notice pursuant to the rules of
U.S. Securities and
Exchange Comission, or SEC: This Notice of Material Fact is only
information distributed by the Companies to their shareholders in connection
with a actions to be taken by these shareholders at an Extraordinary General
Meetings of their shareholders and it is not an offering document and does not
constitute an offer to sell nor a solicitation of an offer to acquire any
securities or a solicitation of any vote or approval.
9
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|
VIVO
PARTICIPAÇÕES S.A.
CNPJ MF
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
Company
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ MF
02.558.118/0001-65 - NIRE 31.3.0002535-7
Publicly-held
Company
TELEMIG
CELULAR S.A.
CNPJ MF
02.320.739/0001-06 NIRE 31.3.0001299-9
Publicly-held
Company
|
Vivo Participações
S.A. and Telemig Celular Participações S.A. inform to their investors of American Depositary Shares
and Vivo Participações S.A., Telemig Celular S.A. and Telemig Celular
Participações S.A. inform to the U.S. holders of common and preferred shares of
the Companies that they
will file a registration statement with the SEC in connection with the
transactions described in the Notice of Material Fact. The investors of American
Depositary Shares of Vivo Part. and of TCP and to the U.S. holders of common and
preferred shares of TC, TCP and Vivo Part. are highly recommended to read the
applicable U.S. prospectus/information statement (preliminary and definitive
versions when available) and the documents attached to the prospectus
by reference, once such documents will contain important information. The U.S.
prospectus/Information statement addressed to the investors of American
Depositary Shares of the TCP and Vivo Part. amd of holders of common and
preferred shares of TCP, TC and of Vivo Part. will be filed at SEC as part o f
the Registration Statement in Form F-4 of Vivo Part. and of TCP. Investors and
security holders may obtain a free copy of the U.S. prospectus/ information
statement applicable (when available) and other documents filed by TCP and by
Vivo Part. with SEC at the website of SEC, www.sec.gov. A copy of the applicable
U.S. prospectus/information statement (when available) can also be obtained for
free from Vivo Part. and TCP.
São Paulo, May 29,
2009.
|
Ernesto
Gardelliano
Investor
Relations Officer
Vivo
Participações S.A.
Telemig
Celular Participações S.A.
Telemig
Celular S.A.
|
Roberto
Oliveira de Lima
President
Officer
Vivo
Participações S.A.
Telemig
Celular Participações S.A.
Telemig
Celular S.A.
|
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.
10
EXHIBIT 2
Protocol
of Merger of Shares and
Instrument
of Justification of
Telemig
Celular Participações S.A.
into
Vivo
Participações S.A
By this private instrument, the parties described below, by their respective Officers, in witness thereof, enter this Protocol of Merger of Shares and Instrument of Justification (“Protocol”), in accordance with articles 224, 225, 226 and 252 of Law No. 6,404, dated as of December 15, 1976, observing the applicable provisions of Instruction No. 319 of December 03, 1999, issued by the Brazilian Securities Exchange Commission - Comissão de Valores Mobiliários (“CVM”).
(a) Vivo
Participações S.A., publicly-held
corporation, with head
office located at Av. Roque Petroni Junior, No. 1464, in the
City of São Paulo, State de São Paulo, enrolled with CNPJ/MF under No.
02.558.074/0001-73, herein represented in accordance with its bylaws
(“Vivo Part.”
or “Merging
Company”) by Roberto Oliveira de Lima, Brazilian citizen, married,
administrator, bearer of Identity Card (RG) No. 4.455.053-4, SSP/SP and enrolled
with CPF/MF under No. 860.196.518-00, resident and domiciled in the Capital of
the State of São Paulo and with professional address at Av. Roque Petroni Junior
1464, 6º floor, side A, Morumbi, São Paulo – SP – Chief Executive Officer, and
Ernesto Gardelliano, Argentinean citizen, married, public accountant, enrolled
with Foreign National Register RNE V432634-P and enrolled with CPF/MF under No.
059.895.887-80, resident and domiciled in the Capital of the State of São Paulo,
with professional at Av. Roque Petroni Junior No. 1464, 6º Floor, side A,
Morumbi, CEP 04707-000, Vice-President Executive of Finance, Planning and
Controlling;
(b) Telemig
Celular Participações S.A, publicly-held corporation, incorporated in accordance
with the laws of Brazil, with head office located in the City of Belo Horizonte,
State of Minas Gerais, at Rua Levindo Lopes, 258, enrolled with the CNPJ/MF
under No. 02.558.118/0001-65, herein represented by Roberto Oliveira de
Lima, Brazilian citizen, married, administrator, bearer of Identity Card (RG)
No. 4.455.053-4, SSP/SP and enrolled with CPF/MF under
No. 860.196.518-00, resident and domiciled in the Capital of State de
São Paulo, and with professional address at Av. Roque Petroni Junior 1464, 6º
Floor, side A, Morumbi, São Paulo/SP, Chief Executive Officer, and
Ernesto Gardelliano, Argentinean citizen, married, public accountant, enrolled
with Foreign National Register RNE V432634-P and enrolled with CPF/MF under No.
059.895.887-80, resident and domiciled at Capital of the State of São Paulo,
with
professional
address at Av. Roque Petroni Junior No. 1464, 6º Floor, side A, Morumbi, CEP
04707-000, Chief Financial Executive (“Telemig Part.” or
“Merged
Company”);
being Vivo Part. and
Telemig Part., referred to
jointly as “Parties”;
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1.
|
Justification
|
WHEREAS
Vivo Part. is the controlling shareholder of Telemig Part., holder of 97.036% of
its common shares;
WHEREAS
the current organizational structure of the Parties is composed of three
publicly-held company, being two of them, Vivo Part. and Telemig Part., with
American Depositary Receipts traded abroad;
WHEREAS
that in addition to the Parties, Telemig Celular S.A., publicly-held
corporation, incorporated in accordance with the laws of Brazil, with head
office located in the City of Belo Horizonte, State of Minas Gerais, at Rua
Levindo Lopes, 258, enrolled with the CNPJ/MF under No. 02.320.739/0001-06
(“Telemig Celular”), is also a part of the organizational structure above
mentioned, being Telemig Celular shares traded on BM&F BOVESPA S.A.,
operator of the SMP in the whole State of Minas Gerais, and being Telemig
Celular controlled by Telemig Part., holder of 89.17% of its common shares,
being Vivo Part. holder of about 8.96% of its common shares and 7.40%
of its total capital;
The
Parties understand that the simplification of the corporate structure, by means
of the merger of shares of Telemig Part. into Vivo Part. as per the terms of this
Protocol, subsequently after the merger of shares of Telemig Celular into
Telemig Part., as described on the Notice of Material Fact as of March 20, 2009 (“Corporate
Restructuring”) is
justified, as it will decrease the administrative costs, as well as it will
allow the shareholders of the involved companies to participate in only one
company with shares traded in Brazilian and foreign stock exchanges, resulting
in a higher liquidity, and also facilitating the unification, standardization
and the rationalization of the general administration of the Companies
involved.
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2.
|
Capital
Stock of the Merging Company and of the Merged
Company.
|
2.1. Capital Stock of Telemig
Part.: The capital stock subscribed and paid-in of Telemig Part. before
the merger of shares of Telemig Celular referred above was of R$ 623,350,577.23
(six-hundred and twenty-three million, three hundred and fifty thousand and five
hundred and seventy-seven reais and twenty three cents), divided into 37,488,145
(thirty seven million, four hundred and eighty-eight thousand and one hundred
and forty-five) shares, being 13,689,091 (thirteen million, six hundred and
eighty-nine thousand and ninety one) common shares and
2
23,799,054
(twenty-three million, seven hundred and ninety-nine thousand and fifty-four)
preferred shares, book-entry and without par value.
In case of approval of the merger of
shares of Telemig Celular into Telemig Part., the capital stock of Telemig Part.
will amount to R$ 1,084,719,438.71 (one billion, eighty four
million, seven hundred and nineteen thousand, four hundred and thirty
eight reais and seventy one cents) divided into 4,401,757 shares, being 15,367,791 common shares and 29,033,966 preferred
shares, book-entry and without par
value.
2.2. Capital Stock of Vivo
Part.: The capital stock subscribed and paid-in of Vivo Part. amounts to
R$ 6,900,422,730.16 (six billion, nine hundred million, four hundred and twenty
two thousand, seven hundred and thirty reais and sixteen cents), divided into
374,339,034 (three hundred and
seventy four million, three hundred and thirty nine thousand and thirty
four) shares, being 136,275,334 (one hundred and thirty six
million, two hundred and seventy five thousand, three hundred and thirty four)
common shares and 238,063,700 (two hundred and thirty eight
million, sixty three thousand and seven hundred) preferred shares, book-entry
and without par value.
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3.
|
Shares to be Merged
and the capital increase
|
3.1. Merger of shares: In
view of the merger of the totality of the shares of Telemig Part. held by
non-controlling shareholders into Vivo Part., Telemig Part. shall become a
wholly-owned subsidiary of Vivo Part., being granted directly to the
shareholders of Telemig Part., the shares or eventually the fractions of shares
that they are entitled to in Vivo Part., in accordance with the exchange ratio
established in item 4.2. of this Protocol.
3.2. Reference Date and Valuation
of Telemig Part. The shares of Telemig Part. to be merged into Vivo Part.
were valuated based on their economic value, on March 31, 2009 (“Reference Date”). The
Valuation Report of the shares of Telemig Part. to be transferred to Vivo Part.,
in accordance with article 252, §1º combined with article 8º, both of Law No.
6.404, of December 15, 1976 (“Valuation Report of Capital
Increase”), was elaborated by PLANCONSULT Planejamento e Consultoria
Ltda., enrolled with CNPJ/MF under No. 51.163.748/0001-23 (“Planconsult”) "ad referendum" the
shareholders of the Parties of this Protocol.
3.3. Variations in the Net
Worth. The net worth variation in Telemig Part. between the Reference
Date of the transaction contemplated in this Protocol and the effectiveness of
the merger of its shares, shall remain in Telemig Part..
3.4 Capital increase of Vivo
Part. as a result of the Merger of Shares: If the merger of shares of
Telemig Part. into Vivo Part. is approved by their shareholders, as stated in
item 3.2. herein above, the amount equivalent to the value of shares of Telemig
Part. evaluated in
3
R$ 1,879,727,592.70
(one billion, eight hundred and seventy nine million, seven hundred and twenty
seven thousand, five hundred and ninety two reais and seventy cents), as per the
Valuation Report of Capital Increase will be merged into the net worth of Vivo
Part., being the whole amount of R$ 1,879,727,592.70 (one
billion, eight hundred and seventy nine million, seven hundred and twenty seven
thousand, five hundred and ninety two reais and seventy cents) as capital.
Therefore, the capital stock of Vivo Part. will be increased in the amount of
R$ 1,879,727,592.70
(one billion, eight hundred and seventy nine million, seven hundred and twenty
seven thousand, five hundred and ninety two reais and seventy cents), so that
its capital stock will be changed from R$ 6,900,422,730.16 to
R$ 8,780,150,322.86.
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4.
|
Exchange Ratio of
Shares, Political and Financial
Rights.
|
4.1 Criteria for Determining the
Exchange Ratio and Valuation: the exchange ratio of the of Telemig Part.
to be merged into Vivo Part. was determined based on their respective economical
value, evaluated by Citigroup Global Markets Inc., enrolled with CNPJ/MF under
No. 05.986.949/0001-48 (“Citi”), based in the
methodology of discounted cash flow, in Reference Date (“Valuation Report Exchange
Ratio”). The valuation report prepared by Citi “ad referendum” of the
shareholders of the Parties confirms that the Companies are reaciving equitable
treatment.
4.2 Exchange Ratio: The
non-controlling shareholders of Telemig Part. will receive, in exchange for the
shares currently held by them in the Merged Company, new shares issued by Vivo
Part., of the same class as those held by them in the capital stock of Telemig
Part. according to the criteria referred to in item 4.1. above. The exchange
ratio of the shares currently held by the shareholders of Telemig Part. for new
shares to be issued by Vivo Part., according to the criteria established herein
above by the Parties, considering the recommendation of the Special Committees
referred in item 4.4. herein below, is the following: for each common and
preferred share of Telemig Part., 1.37 new shares of the same class shall be
issued by Vivo Part.
4.2.1 Fractions. To the
shareholders of Telemig Part. which shares will be merged, and that, considering
the exchange ratio, are entitled to fractions of shares, it will be paid, pro rata proportionally to
their fractions, the net amount of the market price of the grouped fractions,
obtained by means of the sale in auction (or auctions, as the case may be), to
be held on BM&FBOVESPA S.A..
The shareholders will be paid in 5 (five) business days as from the
last auction is held.
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4.3.
|
Valuation of the net
worth at market value for the purpose of Article 264 of Brazilian
Corporate Law.
|
In
accordance with article 264 of Law No. 6.404/76 and, only for the purpose
of comparing the exchange ratio resulting from the adoption of the economic
value criteria, chosen in the terms of
4
item 4.1.
above, with ones resulting from the criteria of net worth at market prices,
Telemig Part. and Vivo Part. had their respective net worth appraised, based on
the same criteria and on the same Reference Date, at market value, by
Planconsult (“Valuation Report of Net
Worth at Market Value”). As per the referred criteria, the calculation of
the exchange ratio of shares of Telemig Part. for the shares of Vivo Part. would
result in the following exchange ratio: to each common and each preferred share
of Telemig Part. it would be granted 1,697712 shares of the respective class of
Vivo Part..
|
4.4.
|
Manifestation of the
Special Committee in the terms of Parecer
de Orientação No.35, of September 01,
2008.
|
In the
terms proposed by CVM in the Parecer de Orientação No. 35,
as of September 01st, 2008
(“P.O. 35”), it
was created by Telemig Part. a Special Committee, composed of a manager chosen
by the majority of members of the Board of Directors, a director indicated by
the non-controlling shareholders and a member selected by the other two members,
as disclosed in the Notice of Material Fact as of March 20, 2009 (“Special
Committee”).
The
Special Committee of Telemig Part., after analyzing the valuation reports and
the studies of the financial and legal advisors retained by Telemig Part. and
the proposal of the management regarding the conditions of the Corporate
Restructuring, as well as the other documents, and also counting with Banco
Bradesco BBI S.A., enrolled with CNPJ/MF under No. 06.271.464/0001-93
(“Bradesco
BBI”) as its
independent financial advisor retained to help on the analysis of the Committee,
expressed its view to the Management of the referred Company, recommending the
adoption of the exchange ratios placed within the ranges appointed in its letter
of recommendation to the Board of Directors of the Company as being the most
adequate, being such ranges, on their turn, within the ranges included in the
Valuation Report Exchange Ratio prepared by Citi.
4.6. Rights of New
Shares:
4.6.1.
Political
Rights. The new shares of Vivo Part. to be issued as a result of the
Corporate Restructuring and granted to the shareholders of Telemig
Part.(including those resulting from the merger of Telemig Celular), will grant
the same rights currently granted to the outstanding shares issued by the
Merging Company, of common and preferred shares of one class. The
table attached to this Protocol (“Annex I”) contains
the description of the current statutory rights of the shares of Telemig Part.
and the statutory rights granted by the outstanding shares of Vivo
Part..
4.6.2. Financial Rights. The
shares of Vivo Part. to be issued as a result of the merger of shares of Telemig
Part. (including the shares resulting from the merger of shares of Telemig
Celular into Telemig Part.) are entitled to the same
rights granted by the current outstanding common and preferred shares issued by
Vivo Part., including the receipt of full dividends and/or interests on
5
shareholders’
equity (or other compensations) that are declared in the future by the issuer of
the shares.
4.7. Shares of the Merging
Company: Based on the criteria of determining the exchange ratio herein
above mentioned, Vivo Part. will issue 993,854 new common shares and 25,380,939
new preferred shares, having Vivo Part. immediately after the transaction, a
total amount of 137,269,188 issued common shares and 263,444,639 issued
preferred shares.
5.
Other
Applicable Conditions.
5.1
Corporate
Acts: Extraordinary Shareholders Meetings of Vivo Part. and Telemig
Part., will be held for the analysis and resolution regarding the transaction
contemplated in this Protocol..
An
addition, extraordinary general shareholders meeting shall be held on the same
date, as disclosed, to resolve about the merger of shares of Telemig Celular
into Telemig Part.
5.2. Withdrawal Rights:
The common and preferred shareholders of Telemig Part. and the common
shareholders of Vivo Part. that dissent from the merger of shares of Telemig
Part. into Vivo Part. will have, as of the date of the extraordinary general
shareholders’ meetings of the referred companies that resolve about the
transaction subject to this Protocol, the right to withdraw from the respective
companies, upon the reimbursement of shares they were shareholders on March 23,
2009, as disclosed.
Pursuant
to article 137, IV and V, of Law No. 6,404/76, the term for exercising the right
to withdraw is of 30 days as from the date the minutes of the Shareholders’
Meetings that approve the merger of shares are published. On the same date a
Notice to Shareholders shall be published to inform, the limit date for
exercising such right, the qualification form and conditions, as well as other
related information.
The
preferred shareholders of Vivo Part. will not have the right to withdraw, since
such shares have liquidity and market dispersion, according to the dispositions
of article 137, II, items a and b of Law no. 6,404/76.
5.2.1 The
reimbursement amount to shareholders holding common and preferred shares
of Telemig Part. that dissent from the merger of shares transaction,
calculated by their respective net worth value amount as per the financial
statements of Telemig Part. as of March 31st, 2009,
is of R$ 47,291641089 per common or preferred share.
5.2.2. The
reimbursement amount to shareholders holding common shares of Vivo Part. that
dissent from the merger of shares transaction, calculated by their respective
net worth value
6
amount as
per the financial statements of Vivo Part. as of March 31st, 2009,
is of R$ 22,483097320 per share.
According
to the provisions of article 264, third paragraph, of Law No. 6.404/76, the
non-controlling shareholders holding common and preferred shares of Telemig
Part. that dissent from the Corporate Restructuring, may choose, within the
period for exercising the right to withdraw, between the reimbursement amount
based on the net worth of the Company or the reimbursement amount
based on its net worth evaluated at market prices. For the purposes of the
above, the managements of the companies inform that the reimbursement amount
of Telemig Part. calculated based on the net worth at market prices
on the Reference Date of March 31st, 2009,
is of R$33.369841195.
5.3. Authorization. Without prejudice of item 3.4. of this Protocol, once the
mergers of shares are
approved, the Officers of
Vivo Part. and of Telemig Part. will be responsible and authorized to
take all the necessary
measures for the implementation of the terms and conditions established in this
Protocol, as provided in the applicable legislation.
5.4. Jurisdiction. For all
matters arising out of this Protocol, the parties elect the jurisdiction of the
City of São Paulo, State of São Paulo.
5.5. Approval of ANATEL -
Agência
Nacional de Telecomunicações. Even though it is
not required the previous approval, the transaction of the merger of shares of
Telemig Celular into Telemig Part. and, subsequently, the shares of Telemig
Part. into Vivo Part. will be presented to the Agência Nacional de
Telecomunicações – ANATEL.
5.6. Approval of CADE -
Conselho
Administrativo de Defesa Econômica. As it is a
corporate restructuring between companies of the same economical group, the
transaction herein described is not subject to the approval of the Conselho Administrativo de Defesa
Econômica – CADE..
5.7
Equitable
treatment: Besides the manifestation of the Special Committee in the
terms of PO 35 as referred in item 4.4 of this Protocol, Citi analyzed the
Corporate Restructuring subject of this Protocol and, as of article 30 of the
bylaws of Vivo Part., confirmed in the terms of the valuation report that Citi
understands that the Parties are receiving equitable treatment in the Corporate
Restructuring.
5.8
Advisors. The
specialized companies retained to prepare evaluation reports for the
determination of the exchange ratio of the merged shares by new shares to be
issued by the Merging Company and for the evaluation of the shares to be merged,
that declared to be independent from the Companies involved in the Corporate
Restructuring.
7
And, in
witness whereof, the parties
execute six (06) counterparts of this instrument in the
presence of the two witnesses below.
São
Paulo, May 29, 2009.
Telemig
Celular Participações S.A.
|
_____________________________
|
_____________________________
|
Vivo
Participações S.A.
|
_____________________________
|
_____________________________
|
Witnesses:
|
1.
|
______________________________
|
|
2.
|
_______________________________
|
8
ANNEX
I
|
Telemig
Celular S.A.
|
Telemig
Celular Participações S.A.
|
Vivo
Participações S.A.
|
|
Common
Shares
1.
Political Rights: Each common share is entitled to one vote in the
resolutions in the General Shareholders’ Meeting.
|
Common
Shares
1.
Political Rights: Each common share is entitled to one vote in the
resolutions in the General Shareholders’ Meeting.
|
Common
Shares
1.
Political Rights: Each common share is entitled to one vote in the
resolutions in the General Shareholders’ Meeting.
|
|
2.
Dividend: mandatory minimum of 25% of the adjusted net
profit.
|
2.
Dividend: mandatory minimum of 25% of the adjusted net
profit.
|
2.
Dividend: mandatory minimum of 25% of the adjusted net
profit.
|
|
Preferred
Shares
1.
Political rights: the preferred shares of all classes do not have the right to
vote, having, on the other hand, the right to elect, by separate ballot, a
member of the Board of Directors.
|
Preferred
Shares
1.
Political rights: The preferred shares have the right of restrict
vote, in the situations listed below:
a)
in the resolutions in the shareholders meeting regarding the approval of
the execution of agreements of long term between the company or its
controlled companies, in one side, and the controlling shareholders or the
controlled companies, affiliates, subject to common control or controlling
shareholders of this last one, or that constitutes, in any other way,
parties related to the Company, except when the agreements comply with the
uniform clauses;
b)
in the resolutions that refers to the amendment or revocation: (i) of
article 14, II (approval of agreements as described above); (ii) sole
paragraph of article 15 (call notice of General Shareholders’ Meeting
shall be with 30 days in advance in the situations described in article
136, LSA, in first call and in 15 days in second call); (iii) article
49 (article that requires the economic-financial analyzes by an
independent company, internationally renowned , for corporate transactions
involving controlled companies).
|
Preferred
Shares
1.
Political rights: The preferred shares have the right of restrict
vote, in the situations listed below:
a)
in the resolutions in the general shareholders meeting regarding the
approval of agreement with related parties, in which the terms and
conditions are more onerous than the ones normally adopted in the
market.
b)
in the resolutions that refers to the amendment or revocation: (i) of
article 9 (approval of the agreements with related parties, as described
above); (ii) sole paragraph of article 11 (call notice of general
shareholders’ meeting with 30 days in advance in the situations described
in article 136, LSA, in first call and in 15 days in second call) and
(iii) article 30 (article that requires the economic-financial analyzes by
an independent company, internationally renowned , for corporate
transactions involving controlled companies).
P.S:
the preferred shares, currently, grant their holders the right to vote,
temporarily, until the payment of the
dividends that they are entitle to (declared in the Ordinary Shareholders’
Meeting held in 2009, for the payment until December 30,
2009).
|
9
|
2. Financial
Rights:
1.
Class “A”: priority in the reimbursement of the capital without premium
and with right to receive dividends superior to, in 10% (ten per cent),
the amount of dividends paid to the common shares;
Class
"B”: priority in the reimbursement of the capital without premium and in
the receipt of fixed and cumulative dividends of 9% (nine per cent) per
year, calculated over the amount resulting from the division of the part
of the capital stock, represented by the referred class, by the total
amount of shares of such class;
Class
"C": priority in the reimbursement of capital without premium and in the
receipt of fixed and non cumulative dividends of 10% (ten per cent) per
year, calculated over the amount resulting from the division of part of
the capital stock, representing by the referred class, by the total amount
of shares of such class, after the priority dividends of preferred
shares Class “B” are paid;
Classes
"D" and “E”: priority in the reimbursement of capital without premium and
in the receipt of fixed dividend (Class “D”)
/ minimum dividend (Class “E”) and non cumulative of 6% (six per
cent) per year, calculated over the amount resulting from the division of
part of the capital stock represented by the referred class, by the total
amount of shares of that class;
Class
"F": priority in the reimbursement of capital without premium and in the
receipt of fixed dividends and non cumulative of 10% (ten per cent) per
year, calculated over the amount resulting from the division of part of
the capital stock represented by the referred class, by the total amount
of shares of that class;
Class
"G": priority in the reimbursement of capital without premium and the
right of payment of dividends, as the criteria herein below,
alternatively, considering the one that represents the highest amount: I -
priority in the receipt of fixed dividends
|
2. Financial
Rights:
Priority
in the reimbursement in the capital, without Premium and payment of
minimum dividends, non cumulative, as the criteria herein below,
alternatively, considering the one that represents the highest
amount:
(a)
6% (six per cent) per year, over the amount resulting from the division of
the subscribed capital stock by the total amount of shares of the Company;
or
(b)
priority in the receipt of minimum dividends non cumulative corresponding
to 3% (three per cent) of the net asset value of the share.
-
right to participate in the distributed profits in equal conditions to the
common shares, after the dividend equal to the minimum is guaranteed to
those shares.
|
2. Financial
Rights:
Priority
in the reimbursement of the capital, without premium and priority in the
payment of minimum dividends, non cumulative, as the criteria herein
below, alternatively, considering the one that represents the highest
amount:
(a)
6% (six per cent) per year, over the amount resulting from the division of
the subscribed capital stock by the total amount of shares of the Company;
or
(b)
3% (three per cent) per year, over the amount resulting from the division
of net equity by the total amount of shares of the Company
and
-
right to participate in the profits distributed in equal conditions as the
common shares, after the dividend equal to the minimum is guaranteed to
those shares.
|
10
| and
non cumulative of 10% (ten per cent) per year, calculated over the amount
resulting from the division of the capital stock, represented by the
referred class, by the total amount of shares of that class, issued by the
Company; or II - the right to participate in the dividends to be
distributed in the terms of article 39, sole paragraph, of the Bylaws,
according to the following criteria:
a)
priority in the receipt of minimum non cumulative dividends corresponding
to 3% (three per cent) of the net asset value of the share;
and
b)
the right to participate in the profits distributed in equal conditions as
the common shares, after it is guaranteed the dividend equal to the
minimum prioritized established in accordance with item “a”
above.
2. The
preferred shares class “B” and “C” might be redeemed, at any time, by the
amount calculated as provided in article 11 of the Bylaws, or by the stock
market value, when it is superior to the above, as per the resolution of
Shareholders’ Meeting, chosen randomly, if the cash and cash equivalents
of the Company do not permit the total redemption.
3.
Dividends shall be paid with priority to the preferred shares, attending
the priorities, successively and in this order, of preferred shares of B,
C, D, E, F and G classes, up to the limit of their preference, allocating
the balance for the payment of dividends to the other shares, granting to
Class “A” preferred shares an amount that is 10% higher than the amount
paid to common shares. The balance will be distributed amongst common
shares and preferred shares of classes A, E and G in equal conditions
between them, though the participation of class “G” preferred shares in
the balance shall only occur in case of receiving minimum dividends of 3%
of the asset value of the share (article 11, VII,’II’ of the bylaws of the
Company).
4.
The holders of preferred shares classes A, B, C, D, E and F can, during a
90 day period, as from the publishing of the minutes of the General
Shareholders’ meeting that has approved the creation of class “G”,
exercise the right to convert their shares into shares of such
class.
|
11
EXHIBIT 3
Protocol
of Merger of Shares and
Instrument
of Justification of
Telemig
Celular S.A.
into
Telemig
Celular Participações S.A.
By this
private instrument, the parties described below, by their respective Officers,
in witness thereof, enter this Protocol of Merger of Shares and Instrument of
Justification (“Protocol”),
in accordance with articles 224, 225, 226 and 252 of Law No. 6,404, dated as of
December 15, 1976, observing the applicable provisions of Instruction CVM
No. 319 of December 03, 1999, issued by the Brazilian Securities Exchange
Commission - Comissão
de Valores Mobiliários (“CVM”).
(a)
Telemig Celular Participações S.A., publicly-held corporation,
incorporated in accordance with the laws of Brazil, with head office located in
the City of Belo Horizonte, State of Minas Gerais, at Rua Levindo Lopes, 258,
enrolled with the CNPJ/MF under No. 02.558.118/0001-65, herein represented
by Roberto Oliveira de Lima, Brazilian citizen, married, administrator, bearer
of Identity Card (RG) No. 4.455.053-4, SSP/SP and enrolled with CPF/MF under
No. 860.196.518-00, resident and domiciled at the capital of State de
São Paulo and with professional address at Av. Roque Petroni Junior 1464, 6º
andar, part A, Morumbi, São Paulo/SP - Chief Executive Officer, and Ernesto
Gardelliano, Argentinean citizen, married, public accountant, enrolled with
Foreign National Register RNE V432634-P and enrolled with CPF/MF under No.
059.895.887-80, resident and domiciled at Capital of the State of São Paulo,
with professional address at Av. Roque Petroni Junior No. 1464, 6º andar, lado
A, Morumbi, CEP 04707-000, Chief Financial Executive (“Telemig
Part.” or “Merging
Company”);
(b) Telemig
Celular S.A., publicly-held corporation, incorporated in accordance with the
laws of Brazil, with head office located in the City of Belo Horizonte, State of
Minas Gerais, at Rua Levindo Lopes, 258, enrolled with the CNPJ/MF under No.
02.320.739/0001-06, herein represented by Roberto Oliveira de Lima, Brazilian
citizen, married, administrator, bearer of Identity Card (RG) No. 4.455.053-4,
SSP/SP and enrolled with CPF/MF under No. 860.196.518-00, resident
and domiciled at the capital of State de São Paulo, and with professional
address at Av. Roque Petroni Junior 1464, 6º andar, lado A, Morumbi, São
Paulo/SP, Chief Executive Officer, Ernesto Gardelliano, Argentinean
citizen, married, public accountant, enrolled with Foreign National Register RNE
V432634-P and enrolled with CPF/MF under No. 059.895.887-80, resident and
domiciled at Capital of the State of São Paulo, with professional address at Av.
Roque Petroni Junior No. 1464, 6º andar, lado A, Morumbi, CEP 04707-000, Chief
Financial Executive (“Telemig
Celular” or “Merged
Company”);
being
Telemig Part. and Telemig Celular, referred to jointly as “Parties”;
1. Justification
WHEREAS
Telemig Part. is the controlling shareholder of Telemig Celular, holder of
89.18% of its common shares;
WHEREAS Telemig Part. is
controlled by Vivo Participações S.A., a
publicly-held corporation, with its head office located at Av. Roque Petroni
Junior, n° 1464, in the City of São Paulo - SP, enrolled with CNPJ/MF under
No.02.558.074/0001-73 (“Vivo
Part.”), that holds 97.04% of the common shares of Telemig Part. and
that
Vivo Part. also
holds directly shares of
Telemig Celular
(representing arouond
7.39%
of
the total capital stock of such company);
WHEREAS
the current organizational structure of the companies, as described above, is
composed of three publicly-held companies, being two of them, Vivo Part. and
Telemig Part., with American Depositary Receipts traded abroad;
The
Parties understand that the simplification of the corporate structure, by means
of the merger of shares of Telemig
Celular into Telemig
Part., as
per the terms of this Protocol
(“Merger
of Shares Telemig Celular”)
and, subsequently, the merger of shares of Telemig Part. into Vivo Part. as
described in the Notice of Material Fact as of March 20, 2009 (“Corporate
Restructuring”)
- and described in another specific protocol - is justified, as it will
decrease the administrative costs, and it will allow the shareholders of the
involved companies to participate in only one company with shares traded in
Brazilian and foreign stock exchanges, resulting in a higher liquidity and, also
facilitating the unification, standardization and the rationalization of the
general administration of the Companies involved.
|
2.
|
Capital
Stock of the Merging Company and of the Merged
Company.
|
2.1. Capital
Stock of Telemig Part.: The capital stock subscribed and paid-in of
Telemig Part. currently amounts to R$ 623,350,577.23
(six-hundred and twenty-three million, three hundred and fifty thousand and five
hundred and seventy-seven reais and twenty three cents), divided into 37,488,145
(thirty seven million, four hundred and eighty-eight thousand and one hundred
and forty-five) shares, being 13,689,091 (thirteen million, six hundred and
eighty-nine thousand and ninety one) common shares and 23,799,054 (twenty-three
million, seven hundred and ninety-nine thousand and fifty-four) preferred
shares, book-entry and without par value.
2.2. Capital
Stock of Telemig Celular: The capital stock subscribed and paid-in of
Telemig Celular currently amounts to R$ 528,000,000.00
(five hundred and twenty eight million reais),
2
divided
in 2,372,176 (two million, three hundred and seventy two thousand, one hundred
and seventy six) shares, being 891,241 (eight hundred ninety one thousand and
two hundred forty one) common shares and 1,480,935 (one million, four hundred
eighty thousand, nine hundred thirty five) preferred shares, book-entry shares
without par value.
|
3.
|
Shares
to be Merged and the capital
increase
|
3.1. Merger
of shares: In view of the merger of the totality of the shares of Telemig
Celular held by its non-controlling shareholders into Telemig Part., Telemig
Celular shall become a wholly-owned subsidiary of Telemig Part., being granted
directly to the shareholders of Telemig Celular, the shares or eventually the
fractions of shares that they are entitled to in Telemig Part., in accordance
with the exchange ratio established in item 4.2. of this Protocol.
3.2. Reference
Date and Valuation of Telemig Celular. The shares of Telemig Celular to
be merged into Telemig Part. were evaluated based on their economic value, on
March 31, 2009 (“Reference
Date”). The Valuation Report of the shares of Telemig Celular to be
transferred to Telemig Part., in accordance with article 252, §1º combined with
article 8º, both of Law No. 6.404, of December 15, 1976 (“Valuation
Report of Capital Increase”), was prepared by PLANCONSULT Planejamento e
Consultoria Ltda., enrolled with CNPJ/MF under No. 51.163.748/0001-23
(“Planconsult”)
"ad
referendum" the shareholders of the Parties of this
Protocol.
3.3. Variations
in the Net Worth. The net worth variation in Telemig Celular between the
Reference Date of the transaction contemplated in this Protocol and the
effectiveness of the merger of its shares, shall remain in Telemig
Celular.
3.4. Capital
increase of Telemig Part. as a result of the Merger of Shares: If the
merger of shares of Telemig Celular into Telemig Part. is approved by their
shareholders as stated in item 3.2. herein above, the amount equivalent to the
value of shares of Telemig Celular evaluated in R$ 675,042,982.18 (six
hundred and five million, fourty and two thousand, nine hundred and eighty and
two reais and eighteen cents) as per the Valuation Report of Capital Increase
will be merged into the net worth of Telemig Part., being R$ 461,368,861.48 as
capital and R$ 213,674,120.69 as capital reserve. Therefore, the
capital stock of Telemig Part. will be increased in the amount of R$
461,368,861.48, so that its capital stock will be changed from R$ 623.350.577,23
to R$1,084,719,438.71.
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4.
|
Exchange
Ratio of Shares, Political and Financial
Rights.
|
4.1. Criteria
for Determining the Exchange Ratio and Valuation: the exchange ratio of
the shares of Telemig Celular to be merged into Telemig Part. was determined
based on their
3
respective
economical value evaluated by Citigroup Global Markets Inc., enrolled with
CNPJ/MF under No. 05.986.949/0001-48 (“Citi”),
based in the methodology of discounted cash flow, in Reference Date (“Valuation
Report Exchange Ratio”). The valuation report prepared by Citi “ad
referendum” of the shareholders of the Parties confirms that the
Companies are receiving equitable treatment.
4.2. Exchange
Ratio: The non-controlling shareholders of Telemig Celular will receive,
in exchange for the shares currently held by them in the Merged Company, new
shares issued by Telemig Part., of the same class as those held by them in the
capital stock of Telemig Celular according to the criteria referred to in item
4.1. above. The exchange ratio of the shares currently held by the shareholders
of Telemig Celular for new shares to be issued by Telemig Part., according to
the criteria established herein above by the Parties, considering the
recommendation of the Special Committees referred in item 4.5. herein below, is
the following: for each common and preferred share of Telemig Celular, 17.40 new
shares of the same class shall be issued by Telemig Part.
4.2.1. Fractions.
To the shareholders of Telemig Celular which shares will be merged, and that, in
view of the exchange ratio, are entitled to fractions of shares, it will be
paid, proportionally pro
rata to their fractions, the net amount of the market price of the
grouped fractions, obtained by means of sale in auction (or auctions, as the
case may be), to be held on BM&FBOVESPA S.A..
The
shareholders will be paid in 5
(five) business days as
from the last
auction is held.
4.3. Valuation
of the net worth at market value for the purpose of Article 264 of Brazilian
Corporate Law.
In
accordance with article 264 of Law No. 6.404/76 and, only for the purpose
of comparing of the exchange ratio resulting from the adoption of the economic
value criteria, chosen in the terms of item 4.1. above, with the ones resulting
from of the criteria of net worth at market prices, Telemig Celular and Telemig
Part. had their respective net worth appraised, based on the same criteria and
on the same Reference Date, at market value, by Planconsult (“Valuation
Report of Net Worth at Market Value”). As per the referred criteria, the
calculation of the exchange ratio of shares of Telemig Celular for the shares of
Telemig Part. would result in the following exchange ratio: to each common and
each preferred share of Telemig Celular it would be granted 13.912301 shares of
the respective class of Telemig Part.
4.4. Additional
Information – Subsequent Merger.
Considering
that the proposed Corporate Restructuring involves the merger of shares of
Telemig Part. into Vivo Part., subsequently to the merger of shares of Telemig
Celular into Telemig Part., object of this Protocol, as additional information
to the shareholders of Telemig Celular in order to provide them all conditions
to allow them to decide if they should accept the terms of the
4
Merger of
Shares of Telemig Celular, the management of the Merging Company states that:
(i) in the merger of shares of Telemig Part. into Vivo Part., it is proposed
that each common share and each preferred shares of Telemig Part. will be
replaced by 1.37 shares of the respective class of Vivo Part. and (ii) the
calculation of the exchange ratio of shares of Telemig Part. for shares of Vivo
Part. in accordance with the net worth at market prices criteria referred in
article 264 of Law 6.404/76, would result in the following: to each common share
and each preferred share of Telemig Part. it would be granted 1.697712 shares of
the respective class of Vivo Part.
4.5. Manifestation
of the Special Committees in the terms of Parecer
de Orientação No.35,
of September 01, 2008.
In the
terms proposed by CVM in the Parecer
de Orientação No. 35, of September 01, 2008 (“P.O.
35”), it was created by each one of the Parties of this Protocol, a
Special Committee, composed, in each of the companies, by a manager chosen by
the majority of members of the Board of Directors, a director indicated by the
non-controlling shareholders and a member selected by the other two members, as
disclosed in the Notice of Material Fact as of March 20, 2009
(“Special
Committees”).
The
Special Committee of Telemig Celular, after analyzing the valuation reports and
the studies of the financial and legal advisors retained by the Companies and
the proposal of the management regarding the conditions of the Corporate
Restructuring, as well as the other documents, including counting with Banco
Bradesco BBI S.A., enrolled with CNPJ/MF under No. 06.271.464/0001-93
(“Bradesco
BBI”)
as its independent financial advisor retained to help on the analysis of the
Committee, expressed its view to the Management of the referred company,
recommending the adoption of the exchange ratios placed within the ranges
appointed in its letter of recommendation to the Board of Directors of the
Company as being the most adequate, being such ranges, on their turn, within the
ranges included in the Valuation Report Exchange Ratio prepared by
Citi.
4.6. Rights
of New Shares:
4.6.1.
Political
Rights. The new shares of Telemig Part. to be issued as a result of the
Corporate Restructuring and granted to the shareholders of Telemig Celular will
grant the same rights currently granted to the outstanding shares issued by the
Merging Company, of common and preferred shares of one class. The table attached
to this Protocol (“Annex
I”) contains the description of the current statutory rights of the
shares of Telemig Celular and the statutory rights granted by the outstanding
shares of Telemig Part.
Also,
considering that it is contemplated in the Corporate Restructuring the
subsequent merger of shares of Telemig Part. into Vivo Part., the new shares to
be issued as a consequence of the merger of shares of Telemig Celular Part.
(including the shares resulting from the merger of
5
shares of
Telemig Celular), will grant to their holders the same rights of the outstanding
common and preferred shares of Vivo Part. Therefore, the table in Annex I also
includes the description of the current rights of the shares of Telemig Celular
and the ones granted by the shares issued by Vivo Part.
4.6.2. Financial
Rights. The shares of Telemig Part. to be issued as a result of the
merger of shares of Telemig Celular are entitled to the same rights granted by
the current outstanding common and preferred shares issued by Telemig
Part.
Also,
considering that the proposal of the Corporate Restructuring contemplates a
subsequent merger of shares of Telemig Part. into Vivo Part., the management of
Telemig Part. informs that the shares of Vivo Part. to be issued as a result of
the merger of shares of Telemig Part. (including the ones deriving from Telemig
Celular), will be entitled to the same financial rights of the common and
preferred outstanding shares issued by Vivo Part., including the receipt of full
dividends and/or interests on shareholders’ equity (or other compensations) that
are declared in the future by the issuer of shares.
4.7. Shares
of the Merging Company: Based on the criteria of determining the exchange
ratio herein above mentioned, Telemig Part. will issue 1,678,700 new common
shares and 5,234,912 new preferred shares, having Telemig Part. immediately
after the transaction, a total amount of 15,367,791 issued common shares and
29,033,966 issued preferred shares.
5. Other
Aplicable Conditions.
5.1. Corporate
Acts: Extraordinary Shareholders Meetings of Telemig Part. and Telemig
Celular will be held for the analysis and resolution regarding the transaction
contemplated in this Protocol.
In
addition, extraordinary general shareholders meeting shall be held on the same
date, as disclosed, to resolve about the merger of shares of Telemig Part. into
Vivo Part. Therefore, it is recommended that shareholders of Telemig Celular
also analyze the conditions of the merger of shares of Telemig Part. into Vivo
Part. to be disclosed by the Notice of Material Fact and that will be
contemplated in the protocol that establish the terms and conditions of the
merger of shares of Telemig Part. into Vivo Part.
5.2. Withdrawal
Rights: the common and preferred shareholders of Telemig Celular and the
common and preferred shareholders of Telemig Part. that dissent from the merger
of shares of Telemig Celular into Telemig Part. will have, as of the date of the
extraordinary general shareholders’ meetings of the referred companies that
resolve about the transaction subject to this Protocol, the right to withdraw
from the respective companies, upon the reimbursement of shares
6
they were
shareholders on March 23, 2009, as disclosed. Pursuant to article 137, IV and V,
of Law No. 6,404/76, the term for exercising the right to withdraw is of 30 days
as from the date the minutes of the Shareholders’ Meetings that approve the
Corporate Restructuring are published. On the same date a Notice to Shareholders
shall be published to inform, the limit date for exercising such right, the form
and qualification conditions, as well as other related information.
5.2.1. The
reimbursement amount to shareholders holding common and preferred shares of
Telemig Celular that dissent from the Corporate Restructuring transaction,
calculated by their respective net worth amount as per financial statements of
Telemig Celular as of March 31st,
2009, is of R$ 481.608590530 per share.
5.2.2. The
reimbursement amount to shareholders holding common and preferred shares of
Telemig Part. that dissent from the Corporate Restructuring transaction,
calculated by their respective net worth amount as per financial statements of
Telemig Part. as of March 31st,
2009, is of R$ 47.291641089 per share.
According
to the provisions of article 264, third paragraph, of Law No. 6.404/76, the
non-controlling shareholders holding common and preferred shares of Telemig Part
that dissent from the Corporate Restructuring, may choose, within the period for
exercising the right to withdraw, between the reimbursement amount based on the
net worth of the Company or the reimbursement amount based on its net worth
evaluated at market prices. For the purposes of the above, the managements of
the companies inform that the reimbursement amount of Telemig Part. calculated
based on the net worth at market prices on the Reference Date of March 31, 2009
is R$ 33.369841195.
5.3.
Autorization.
Without
prejudice of item 3.4. of this Protocol, once the mergers
of shares are approved,
the Officers of Telemig
Part. and Telemig Celular will
be responsible and authorized to take all
the necessary measures for the implementation of the terms and conditions
established in this Protocol, as provided in the applicable
legislation
5.4.
Jurisdiction.
For all matters arising out of this Protocol, the parties elect the jurisdiction
of City of Belo Horizonte, State of Minas Gerais.
5.5.
Approval
of ANATEL - Agência
Nacional de Telecomunicações.
Even though it is not required the previous approval, the transaction of the
merger of shares of Telemig Celular into Telemig Part. and, subsequently, the
shares of Telemig Part. into Vivo Part. will be presented the Agência
Nacional de Telecomunicações – ANATEL.
5.6.
Approval
of CADE - Conselho
Administrativo de Defesa Econômica.
As it is a corporate restructuring between companies of the same economical
group, the transaction herein described is not subject to the approval of the
Conselho
Administrativo de Defesa Econômica – CADE.
7
5.7.
Equitable
treatment: Besides the manifestation of the Special Committee in the
terms of PO 35 as referred in item 4.5 of this Protocol, Citi analyzed the
Corporate Restructuring subject of this Protocol and, provided in article 49 of
the bylaws of Telemig Part., it has confirmed in the valuation report that Citi
understands that the Parties are receiving equitable treatment in the Corporate
Restructuring.
5.8. Independency
of Advisors:. The specialized companies retained to prepare evaluation
reports for determination of the Exchange ratio of the merged shares by new
shares to be issued by the merging company and for the evaluation of the shares
to be merged, have declared to be independent from the Companies involved in the
Corporate Restructuring.
And, in witness whereof,
the
parties execute six
(06)
counterparts of this instrument in the presence of the two witnesses
below.
Belo
Horizonte, May 29, 2009.
Telemig
Celular Participações S.A.
|
|
Telemig
Celular S.A.
|
|
Witnesses:
| 1. | |
| 2. |
8
ANNEX
I
|
Telemig
Celular S.A.
|
Telemig
Celular Participações S.A.
|
Vivo
Participações S.A.
|
|
Common
Shares
1.
Political Rights: Each common share is entitled to one vote in the
resolutions in the General Shareholders’ Meeting.
|
Common
Shares
1.
Political Rights: Each common share is entitled to one vote in the
resolutions in the General Shareholders’ Meeting.
|
Common
Shares
1.
Political Rights: Each common share is entitled to one vote in the
resolutions in the General Shareholders’ Meeting.
|
|
2.
Dividend: mandatory minimum of 25% of the adjusted net
profit.
|
2.
Dividend: mandatory minimum of 25% of the adjusted net
profit.
|
2.
Dividend: mandatory minimum of 25% of the adjusted net
profit.
|
|
Preferred
Shares
1.
Political rights: the preferred shares of all classes do
not have the right to vote, having, on the other hand, the right to
elect, by separate ballot, a member of the Board of
Directors.
|
Preferred
Shares
1.
Political rights: The preferred shares have the
right of restrict vote, in the situations listed
below:
a)
in the resolutions in the shareholders meeting regarding the approval of
the execution of agreements of long term between the company or its
controlled companies, in one side, and the controlling shareholders or the
controlled companies, affiliates, subject to common control or controlling
shareholders of this last one, or that constitutes, in any other way,
parties related to the Company, except when the agreements comply with the
uniform clauses;
b)
in the resolutions that refers to the amendment or revocation: (i) of
article 14, II (approval of agreements as described above); (ii) sole
paragraph of article 15 (call notice of General Shareholders’ Meeting
shall be with 30 days in advance in the situations described in article
136, LSA, in first call and in 15 days in second call); (iii) article
49 (article that requires the economic-financial analyzes by an
independent company, internationally renowned , for corporate transactions
involving controlled companies).
|
Preferred
Shares
1.
Political rights: The preferred shares have the
right of restrict vote, in the situations listed
below:
a)
in the resolutions in the general shareholders meeting regarding the
approval of agreement with related parties, in which the terms and
conditions are more onerous than the ones normally adopted in the
market.
b)
in the resolutions that refers to the amendment or revocation: (i) of
article 9 (approval of the agreements with related parties, as described
above); (ii) sole paragraph of article 11 (call notice of general
shareholders’ meeting with 30 days in advance in the situations described
in article 136, LSA, in first call and in 15 days in second call) and
(iii) article 30 (article that requires the economic-financial analyzes by
an independent company, internationally renowned , for corporate
transactions involving controlled companies).
P.S:
the preferred shares, currently, grant their holders the right to vote,
temporarily,
until the payment of the dividends that they are entitle to (declared in
the Ordinary Shareholders’ Meeting held in 2009, for the payment until
December 30, 2009).
|
9
|
2. Financial
Rights:
1.
Class “A”: priority in the reimbursement of the capital without premium
and with right to receive dividends superior to, in 10% (ten per cent),
the amount of dividends paid to the common shares;
Class
"B”: priority in the reimbursement of the capital without premium and in
the receipt of fixed and cumulative dividends of 9% (nine per cent) per
year, calculated over the amount resulting from the division of the part
of the capital stock, represented by the referred class, by the total
amount of shares of such class;
Class
"C": priority in the reimbursement of capital without premium and in the
receipt of fixed and non cumulative dividends of 10% (ten per cent) per
year, calculated over the amount resulting from the division of part of
the capital stock, representing by the referred class, by the total amount
of shares of such class, after the priority dividends of preferred
shares Class “B” are paid;
Classes
"D" and “E”: priority in the reimbursement of capital without premium and
in the receipt of fixed
dividend (Class “D”) / minimum dividend (Class “E”) and non
cumulative of 6% (six per cent) per year, calculated over the amount
resulting from the division of part of the capital stock represented by
the referred class, by the total amount of shares of that
class;
Class
"F": priority in the reimbursement of capital without premium and in the
receipt of fixed dividends and non cumulative of 10% (ten per cent) per
year, calculated over the amount resulting from the division of part of
the capital stock represented by the referred class, by the total amount
of shares of that class;
Class
"G": priority in the reimbursement of capital without premium and the
right of payment of dividends, as the criteria herein
below,
|
2. Financial
Rights:
Priority
in the reimbursement in the capital, without Premium and payment of
minimum dividends, non cumulative, as the criteria herein below,
alternatively, considering the one that represents the highest
amount:
(a)
6% (six per cent) per year, over the amount resulting from the division of
the subscribed capital stock by the total amount of shares of the Company;
or
(b)
priority in the receipt of minimum dividends non cumulative corresponding
to 3% (three per cent) of the net asset value of the share.
-
right to participate in the distributed profits in equal conditions to the
common shares, after the dividend equal to the minimum is guaranteed to
those shares.
|
2. Financial
Rights:
Priority
in the reimbursement of the capital, without premium and priority in the
payment of minimum dividends, non cumulative, as the criteria herein
below, alternatively, considering the one that represents the highest
amount:
(a)
6% (six per cent) per year, over the amount resulting from the division of
the subscribed capital stock by the total amount of shares of the Company;
or
(b)
3% (three per cent) per year, over the amount resulting from the division
of net equity by the total amount of shares of the Company
and
-
right to participate in the profits distributed in equal conditions as the
common shares, after the dividend equal to the minimum is guaranteed to
those shares.
|
10
|
alternatively,
considering the one that represents the highest amount: I - priority in
the receipt of fixed dividends and non cumulative of 10% (ten per cent)
per year, calculated over the amount resulting from the division of the
capital stock, represented by the referred class, by the total amount of
shares of that class, issued by the Company; or II - the right to
participate in the dividends to be distributed in the terms of article 39,
sole paragraph, of the Bylaws, according to the following
criteria:
a)
priority in the receipt of minimum non cumulative dividends corresponding
to 3% (three per cent) of the net asset value of the share;
and
b)
the right to participate in the profits distributed in equal conditions as
the common shares, after it is guaranteed the dividend equal to the
minimum prioritized established in accordance with item “a”
above.
2. The
preferred shares class “B” and “C” might be redeemed, at any time, by the
amount calculated as provided in article 11 of the Bylaws, or by the stock
market value, when it is superior to the above, as per the resolution of
Shareholders’ Meeting, chosen randomly, if the cash and cash equivalents
of the Company do not permit the total redemption.
3.
Dividends shall be paid with priority to the preferred shares, attending
the priorities, successively and in this order, of preferred shares of B,
C, D, E, F and G classes, up to the limit of their preference, allocating
the balance for the payment of dividends to the other shares, granting to
Class “A” preferred shares an amount that is 10% higher than the amount
paid to common shares. The balance will be distributed amongst common
shares and preferred shares of classes A, E and G in equal conditions
between them, though the participation of class “G” preferred shares in
the balance shall only occur in case of receiving minimum dividends of 3%
of the asset value of the share (article 11, VII,’II’ of the bylaws of the
Company).
4.
The holders of preferred shares classes A, B, C, D, E and F can, during a
90 day period, as from the publishing of the minutes of the
General
|
11
|
Shareholders’
meeting that has approved the creation of class “G”, exercise the right to
convert their shares into shares of such class.
|
12
EXHIBIT 4
VIVO PARTICIPAÇÕES S.A.
CNPJ/MF
02.558.074/0001-73 - NIRE 35.3.001.587.9-2
Publicly-held
company with authorized capital
Extraordinary
General Shareholders’ Meeting
Call
Notice
The shareholders
are hereby summoned to attend to the Extraordinary General Shareholders’ Meeting
of the Company to be held at 2:00 p.m. of July 14, 2009, at the head office of
the Company, at Av. Roque Petroni Junior, 1464, auditorium, Morumbi, in the
Capital of the State of São Paulo, in order to resolve, considering the Notices
of Material Fact published on March 23, 2009 and on April 16, 2009 (“Notices of
Material Fact”), about the following agenda:
(a) analyze
and resolve about the terms and conditions of the draft of the Protocol of
Merger of Shares and Instrument of Justification executed by the managements of
Telemig Celular Participações S.A. (“TCP”) and of the Company, in connection
with the merger of the shares of TCP into the Company for the conversion of TCP
into a wholly-owned subsidiary of the Company, as described in the Notices of
Material Fact;
(b) ratify
the retention, by the managers of the Company and TCP: (i) of the specialized
company Citigroup Global Markets Inc., enrolled with CNPJ/MF under No.
05.986.949/0001-48 (“Citi”), for the
valuation of the net worth of the Company and Vivo Part., based on their
respective economic values; (ii) of the specialized company Planconsult
Planejamento e Consultoria Ltda., enrolled with CNPJ/MF under No.
51.163.748/0001-23 (“Planconsult”) to (a)
evaluate the net worth of TCP and the Company, at market prices; (b) evaluate
the shares of TCP for the purpose of setting forth the capital increase of the
Company; and (iii) of the independent specialized company Ernst & Young Auditores
Independentes SS. (“Ernst &
Young”) to evaluate the net
worth of TCP and the Company at their respective book values.
(c) analyze
and resolve about the valuation reports mentioned in item (b) above and the
consequent capital increase resulting from the merger of shares, in accordance
with the Protocol of Merger, with the amendment to article 5 of the By-laws of
the Company; and
(d) resolve
about the exchange ratio of shares of TCP for new shares of the Company to be
issued, with the conversion of TCP into a wholly-owned subsidiary of the
Company.
GENERAL
INSTRUCTIONS:
(a) The
powers of attorney granted by shareholders of the Company, for representation at
the meeting, shall be deposited at the head office, at Av. Roque Petroni Junior,
1464, 3rd floor,
side B, up to 48 hours before the Shareholders’ Meeting is held;
(b) The
shareholders that are part of the Fungible Custody of Registered Shares of the
Stock Exchanges and that intend to attend to this meeting shall deliver a
statement containing their corresponding equity interest held in the Company,
dated up to 48 hours before the date of the meeting.
(c) The
documents and proposals related to the agenda of the general meeting called
hereby are available to the shareholders at the address mentioned in item (a)
above, and, additionally, may also be viewed in
the websites of Investors Relations and www.telemigholding.com.brwww.bovespa.com.brBM&FBOVESPA.
These materials may
contain forward−looking statements within the meaning of the “safe harbor”
provisions of the Private Securities. 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.
Notice pursuant to the rules of U.S. Securities and Exchange Comission, or SEC: This Call Notice is only a piece of information distributed by the Company to its shareholders in connection with actions to be taken by such shareholders at an Extraordinary General Meetings and this is not an offering document and does not constitute an offer to sell nor a solicitation of an offer to acquire any securities or a solicitation of any vote or approval.
Vivo Participações S.A. informs to its investors of American Depositary Shares and to the U.S.
hold ers of common and preferred shares
of the Company that it will file a registration statement with
the SEC in connection with the transactions described in the Call Notice. The investors of American
Depositary Shares of the
Company and U.S. holders of common and preferred shares
of the Company are highly recommended to read the
applicable U.S. prospectus/information statement
(preliminary and definitive versions when available) and the documents attached
to the prospectus by reference, since such documents will contain important
information. The U.S. prospectus/information statement addressed to the
investors of American Depositary Shares of the Company and to the U.S. holders of common and preferred shares
of the Company will be filed at SEC as part of the Registration Statement in Form
F-4 of the Company and of
Telemig Celular Participações S.A.. Investors and security holders may
obtain a free copy of the U.S. prospectus/ information statement
applicable (when available) and other documents filed by the Company and by Telemig Celular Participações
S.A. with SEC at the
website of SEC, www.sec.gov. A copy of the
applicable U.S. prospectus/information statement (when
available) can also be obtained for free from the Company.
São Paulo, May 29,
2009.
__________________________________
Luis
Miguel Gilpérez López
President of the
Board of Directors
EXHIBIT 5
 |
TELEMIG CELULAR PARTICIPAÇÕES
S.A.
CNPJ/MF nº
02.558.118/0001-65 - NIRE 31.300.025.357
Publicly-held
company with authorized capital
|
Extraordinary
General Shareholders’ Meeting
Call
Notice
The shareholders
are hereby summoned to attend to the Extraordinary General Shareholders’ Meeting
of the Company to be held at 12:00 p.m. of July 14, 2009, at the head office of
the Company, in the City of Belo Horizonte, State of Minas Gerais, at Rua
Levindo Lopes, 258, Funcionários, in order to resolve, considering the Notices
of Material Fact published on March 23, 2009 and on April 16, 2009 (“Notices of
Material Fact”), about the following agenda:
(a) analyze
and resolve about the terms and conditions of the draft of the Protocol of
Merger of Shares and Instrument of Justification executed by the managements of
the Company and of Telemig Celular S.A. (“TC”), in connection with the merger of
the shares of TC into the Company for the conversion of TC into a wholly-owned
subsidiary of the Company, as described in the Notices of Material
Fact;
(b) analyze
and resolve about the terms and conditions of the draft of the Protocol of
Merger of Shares and Instrument of Justification executed by the managements of
the Company and of Vivo Participações S.A. (“Vivo Part.”), in connection with
the merger of the shares of the Company into Vivo Part. for the conversion the
Company into a wholly-owned subsidiary of Vivo Part., as described in the
Notices of Material Fact;
(c) ratify
the retention, by the managers of the Company, Vivo Part. and TC: (i) of the
specialized company Citigroup Global Markets Inc., enrolled with CNPJ/MF under
No. 05.986.949/0001-48 (“Citi”), for the
valuation of the net worth of the Company, TC and Vivo Part., based on their
respective economic values; (ii) of the specialized company Planconsult
Planejamento e Consultoria Ltda., enrolled with CNPJ/MF under No.
51.163.748/0001-23 (“Planconsult”) to (a)
evaluate the net worth of the Company and companies TC and Vivo Part. based on
their economic values; and (b) evaluate the shares of the Company and TC for the
purpose of setting forth the capital increase of the respective merging
companies of the shares of TC and the Company; and (iii) of the independent
specialized company Ernst &
Young Auditores Independentes SS. (“Ernst &
Young”) to evaluate the net
worth of the Company, TC and Vivo Part. based on their respective book values.
(d) analyze
and resolve about the valuation reports mentioned in item (c) above and the
consequent capital increase resulting from the merger of shares, in accordance
with the Protocol of Merger, with the amendment to article 5 of the bylaws of
the Company; and
(e) resolve
about the exchange ratio of shares of TC for new shares to be issued by the
Company, with the conversion of TC into a wholly-owned subsidiary of the
Company; and the exchange ratio of shares of the Company for new shares to be
issued by Vivo Part., with the conversion of the Company into a wholly-owned
subsidiary of Vivo Part.
GENERAL
INSTRUCTIONS:
(a) The
powers of attorney granted by shareholders of the Company, for representation at
the meeting, shall be deposited at the head office, at Rua Levindo Lopes, 258,
up to 48 hours before the Shareholders’ Meeting is held;
(b) The
shareholders that are part of the Fungible Custody of Registered Shares of the
Stock Exchanges and that intend to attend to this meeting shall deliver a
statement containing their corresponding equity interest held in the Company,
dated up to 48 hours before the date of the meeting.
(c) The
documents and proposals related to the agenda of the general meeting called
hereby are available to the shareholders at the address mentioned in item (a)
above, and, additionally, may also be viewed in
the websites of Investors Relation and www.telemigholding.com.brwww.bovespa.com.brBM&FBOVESPA.
Notice pursuant to
the rules of U.S. Securities and Exchange Commission, or SEC: This Call Notice is only a piece of information distributed by the Company to its shareholders in connection with actions
to be taken by such
shareholders at an
Extraordinary General Meeting of the Company and this is not an offering document and does not
constitute an offer to sell nor a solicitation of an offer to acquire any
securities or a solicitation of any vote or approval.
Telemig Celular Participações S.A.
informs to its investors of American Depositary
Shares and to the U.S. holders of common and preferred shares of the
Company that it will file a registration statement with
the SEC in connection with the transactions described in the Call Notice. The investors of American
Depositary Shares of the
Company and the
U.S. holders of common and preferred shares
of the Company are highly recommended to read the
applicable U.S. prospectus/information statement
(preliminary and definitive versions when available) and the
documents attached to the
prospectus by reference, since such documents will contain important
information. The U.S. prospectus/information statement addressed to the
investors of American Depositary Shares of the Company and to the U.S. holders of common and preferred shares
of the Company will be filed at SEC as part of the Registration Statement in Form
F-4 of the Company and of
Vivo Participações S.A.
Investors and security holders may obtain a free copy of the U.S. prospectus/
information statement applicable (when available) and other documents filed by
the Company with SEC at the website of SEC,
www.sec.gov. A copy of the applicable U.S. prospectus/information statement (when
available) can also be obtained for free from the Company.
Belo Horizonte, May
29, 2009.
__________________________________
Luis
Miguel Gilpérez López
President of the
Board of Directors
EXHIBIT 6
| |
TELEMIG CELULAR
S.A.
CNPJ/MF nº
02.320.739/0001-06 - NIRE 31.300.012.999
Publicly-held
company with authorized capital
|
Extraordinary
General Shareholders’ Meeting
Call
Notice
The shareholders
are hereby summoned to attend to the Extraordinary General Shareholders’ Meeting
of the Company to be held at 10:00 a.m. of July 14, 2009, at the head office of
the Company, in the City of Belo Horizonte, State of Minas Gerais, at Rua
Levindo Lopes, 258, Funcionários, in order to resolve, considering the Notices
of Material Fact published on March 23, 2009 and on April 16, 2009 (“Notices of
Material Fact”), about the following agenda:
(a) analyze
and resolve about the terms and conditions of the draft of the Protocol of
Merger of Shares and Instrument of Justification executed by the managements of
the Company and of Telemig Celular Participações S.A. (“TCP”), in connection
with the merger of it shares into TCP for the conversion of the Company into a
wholly-owned subsidiary of TCP, as described in the Notices of Material
Fact;
(b) ratify
the retention, by the managers of the Company and TCP: (i) of the specialized
company Citigroup Global Markets Inc., enrolled with CNPJ/MF under No.
05.986.949/0001-48 (“Citi”), for the
valuation of the net worth of the Company and TCP, based on their respective
economic values; (ii) of the specialized company Planconsult Planejamento e
Consultoria Ltda., enrolled with CNPJ/MF under No. 51.163.748/0001-23 (“Planconsult”) to (a)
evaluate the net worth of the Company and TCP at market prices; and (b) evaluate
the shares of the Company and TCP for the purpose of setting forth the capital
increase of the respective merging companies of shares of TCP and the Company;
and (iii) of the independent specialized company Ernst & Young Auditores
Independentes SS. (“Ernst &
Young”) to evaluate the net
worth of the Company and
TC, based on their respective book values;
(c) analyze
and resolve about the valuation reports mentioned on item (b) above;
and
(e) resolve
about the exchange ratio of shares of the Company for new shares to be issued by
TCP, with the conversion of the Company into a wholly-owned subsidiary of
TCP.
GENERAL
INSTRUCTIONS:
(a) The
powers of attorney granted by shareholders of the Company, for representation at
the meeting, shall be deposited at the head office, at Rua Levindo Lopes, 258,
up to 48 hours before the Shareholders’ Meeting is held;
(b) The
shareholders that are part of the Fungible Custody of Registered Shares of the
Stock Exchanges and that intend to attend to this meeting shall deliver a
statement containing their corresponding equity interests in the Company, dated
up to 48 hours before the date of the meeting.
(c) The
documents and proposals related to the agenda of the general meeting called
hereby are available to the shareholders at the address mentioned in item (a)
above and, additionally, may also
be viewed at the websites of Investors Relations and www.telemigholding.com.brwww.bovespa.com.brBM&F BOVESPA.
Notice pursuant to
the rules of U.S. Securities and Exchange Comission, or SEC: This Call Notice is only a piece of information distributed by Telemig
Celular S.A. to its shareholders in connection with actions
to be taken by such
shareholders at an
Extraordinary General Meetings of the Company and it is not an offering document and
does not constitute an offer to sell nor a solicitation of an offer to acquire
any securities or a solicitation of any vote or approval.
Telemig Celular S.A. informs to the U.S. holders of common and preferred shares
of the Company that a registration statement
will be filed with the SEC in connection with the
transactions described in the Call Notice. The U.S. holders of common and preferred shares
of the Company are highly recommended to read the
applicable U.S. prospectus/information statement
(preliminary and definitive versions when available) and the documents attached
to the prospectus by reference, since such documents will contain important
information. The U.S. prospectus/information statement addressed to the
U.S. holders of common and preferred shares
of the Company will be filed at SEC as part of the Registration Statement in Form
F-4 of Vivo Participações
S.A. and of Telemig Celular Participações S.A. Investors and security holders may
obtain a free copy of the U.S. prospectus/ information statement applicable
(when available) and other documents filed by the Company with SEC at the website of SEC,
www.sec.gov. A copy of the applicable U.S. prospectus/information statement (when
available) can also be obtained for free at Vivo Participações S.A. and at Telemig Celular Participações
S.A.
Belo Horizonte, May
29, 2009.
__________________________________
Luis
Miguel Gilpérez López
President of the
Board of Directors
EXHIBIT 7
| |
VIVO PARTICIPAÇÕES
S.A.
CNPJ/MF nº
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
company with authorized capital
|
MINUTES OF THE EXTRAORDINARY MEETING OF
THE BOARD OF DIRECTORS HELD ON MAY 29, 2009.
1. DATE, TIME AND PLACE: May
29, 2009, at 8:00 a.m., at the City of São Paulo, State of São Paulo, at Av.
Roque Petroni Junior, 1464, 6th floor, part B, Board room.
2. CHAIRMAN AND SECRETARY:
Shakhaf Wine – Chairman of the meeting and Breno Rodrigo Pacheco de
Oliveira – Secretary of the meeting.
3. ATTENDANCE: The meeting
commenced with the attendance of the members of the Board that approve these
minutes, in compliance with the quorum set forth in the By-laws. The members of
the Board of Auditors, Messrs Paula Bragança França Mansur, Fabiana Faé Vicente
Rodrigues and Mr. Ortogamis Bento also attended this meeting in compliance with
article 163, third paragraph of Law No. 6,404/76. The representatives of
Citigroup Global Markets Inc., financial advisor of the Company and Planconsult Planejamento e
Consultoria Ltda., as well as Banco Bradesco BBI S.A. (“Bradesco BBI”), were
retained to advise the Special Committee that was created on behalf of the
Companies whose shares will be merged. Also present were
representatives from the law office Machado, Meyer, Sendacz e Opice Advogados,
in its capacity as legal advisors of the Company, in order to provide any
necessary clarifications.
4. AGENDA AND
RESOLUTIONS:
Mr. Shakhaf Wine,
Vice-President of the Board of Directors clarified that, as was known by all the
present members, the purpose of the meeting was to resolve the terms and
conditions of the corporate restructuring (“Corporate
Restructuring”), involving the merger of all the shares of Telemig
Celular S.A. (“TC”), a publicly-held
company incorporated in accordance with the laws of Brazil, with its head office
in the City of Belo Horizonte, State of Minas Gerais, at Rua Levindo Lopes, 258,
enrolled with CNPJ/MF under No. 02.320.739/0001-06 not owned by Telemig
Celular Participações S.A. (“TCP)” into those of TCP, a publicly-held company
controlled by the Company, incorporated in accordance with the laws of Brazil,
with its head office in the City of Belo Horizonte, State of Minas Gerais, at
Rua Levindo Lopes, 258, enrolled with CNPJ/MF under No. 02.558.118/0001-65, with
TC becoming TCP’s wholly-owned subsidiary and, subsequently, the merger of the
all the shares of TCP into the Company, with TCP becoming a wholly-owned
subsidiary of the Company. This proposal for the Corporate
Restructuring was presented to the Board in the
|
Page 1 of 6
|
 |
| |
VIVO PARTICIPAÇÕES
S.A.
CNPJ/MF nº
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
company with authorized capital
|
MINUTES OF THE EXTRAORDINARY MEETING OF
THE BOARD OF DIRECTORS HELD ON MAY 29, 2009.
meeting held on
March 20, 2009. The referred Corporate Restructuring will be submitted for final
approval at the General Shareholders Meetings of the Company, of TC and of
TCP.
The Chairman
pointed out that, after the necessary considerations regarding the purposes of
the transaction, it was concluded that the adoption of the Corporate
Restructuring, as proposed, will result in the consolidation of the shareholders
of the Company, of TC and of TCP in one publicly-held company and that this
would allow the shareholders to participate in a company with higher liquidity
in Brazilian and foreign stock exchanges, and that the transaction would also
result in the simplification of the current organizational and shareholding
structure of the business and aid the standardization and the rationalization of
the general administration of the Companies involved in the Corporate
Restructuring.
The Chairman also
clarified that, as resolved in the meeting of the Board of Directors held on
March 20, 2009, a Special Committee was created in TCP and in TC, as recommended
by the Parecer
de Orientação 35/08 issued
by the Brazilian Securities
Exchange Commission – CVM, and that their members have carried out
their responsibilities as described in the Parecer de
Orientação, including their
review of the exchange ratios proposed by the Board based on the Valuation
Report prepared by Citigroup Global Markets Inc., the advisement of Banco Bradesco BBI (acting as independent financial advisor
for the Committees).
He also informed the Board
that the Special Committees of TC and of TCP recommended the adoption of the
exchange ratios included in the ranges indicated in its recommendation letter as
being the most adequate, which were within the ranges included in the report
prepared by Citigroup Global Markets Inc..
Regarding the terms
and conditions of the Corporate Restructuring involving the Company, the members
of the Board of Directors, after receiving clarifications, and, considering the
favorable opinion of the members of the Board of Auditors, have resolved
unanimously:
4.1. to
ratify, ad referendum
of the general shareholders’ meeting of the Company that will resolve this
matter, the retention by the Board of Officers, of the specialized company
Citigroup Global Markets Inc., enrolled with
CNPJ/MF 05.986.949/0001-48
|
Page 2 of 6
|
|
| |
VIVO PARTICIPAÇÕES
S.A.
CNPJ/MF nº
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
company with authorized capital
|
MINUTES OF THE EXTRAORDINARY MEETING OF
THE BOARD OF DIRECTORS HELD ON MAY 29, 2009.
(“Citi”), to evaluate
the Company and TCP, based on their respective economic value on March 31,
2009,, using the discounted cash flow methodology for the purposes of
determining the exchange ratio of the common and preferred shares of TCP for new
shares to be issued by the Company, as well as to render their view in regard to
the exchange ratios established, having Citi declared that, since the exchange
ratio proposed is within the exchange ratio range set forth in the Valuation
Report, the exchange ratio was equitable to the shareholders of the
Company;
4.2. to
ratify, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the retention of the specialized company Planconsult Planejamento e Consultoria
Ltda., enrolled with CNPJ/MF under No. 51.163.748/0001-23 (“Planconsult”) by the
Board of Officers, to (i) evaluate the net worth of the Company and of TCP at
market value, for the purpose of article 264 of Law No. 6.404/76, and (ii) to
evaluate the shares of TCP for the purpose of determining the capital increase
of the Company;
4.3. to
ratify, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the retention of the independent specialized company Ernst & Young Auditores
Independentes SS., with head offices at Av. Presidente Juscelino
Kubitschek, No. 1830, Tower I, 5º and 6º Floors, São Paulo/SP, CEP 04543-900,
enrolled with CNPJ/MF under No. 61.366.936/0001-25, by the Board of Officers to
evaluate the net worth of the Company and of TCP at book value;
4.4. to
approve, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the valuation reports of the net worth of the Company and of
TCP, at market prices, both using March 31, 2009 as the base date, for the
purposes of comparing the exchange ratio proposed with the exchange ratio that
would result from the adoption of the criteria of net worth at market price as
provided for in article 264 of Law No. 6.404/76 (“Valuation Report of Net
Worth at Market Prices”);
4.5. to
approve, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the valuation report of the shares of TCP to be merged into the
Company, based in its economic value for the purpose of
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Page 3 of
6
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|
| |
VIVO PARTICIPAÇÕES
S.A.
CNPJ/MF nº
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
company with authorized capital
|
MINUTES OF THE EXTRAORDINARY MEETING OF
THE BOARD OF DIRECTORS HELD ON MAY 29, 2009.
determining the
capital increase of the Company, in compliance with article 252 §1º, combined
with article 8º, both of Law No. 6,404, of December 15, 1976 (“Valuation Report for Capital
Increase”);
4.6. to
approve, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the valuation report of the net worth of TC, of TCP and of the
Company based on their respective book values (“Valuation Report of Net
Worth at Book Value”);
4.7. to
approve, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the draft of the Protocol of Merger of Shares and Instrument of
Justification to be executed on the date hereof between the Company and TCP
(“Protocol of
Merger”), which states the merger of the all shares of TCP (including
those proceeding from the merger of TC shares into TCP) into the Company, with
TCP becoming a wholly-owned subsidiary of the Company. The Protocol of Merger
sets forth the terms and general conditions of the intended merger, the
justifications of the transaction, the valuation criteria of the shares to be
merged and the exchange ratio of the corporate participation of the TCP
shareholders by new shares to be issued by the Company, proposed and agreed
among the managements of the Company and of TCP; and
4.8. after
deliberating the exchange ratio based upon the valuation report issued by Citi
and in the recommendations of the Special Committee of TCP to its Board of
Directors, the Board of Directors of the Company approved the exchange ratio of
1.37 shares of the Company to each TCP share, which was within the range
recommended as adequate by the Special Committee of TCP to its Board, and was
also within the range of exchange ratios considered by Citi as equitable for the
Companies. The Board has proposed that the fractions of shares resulting from
the exchange ratios be grouped and sold in auction (or auctions as the case may
be) in BM&FBOVESPA,
at market price, and that the net amount obtained shall be paid to the
shareholders of the Company, who, as a result of the mergers, will be
entitled to that portion of the proceeds of the sale corresponding to the
fractional shares they would have received, up to 5 (five) business
days from the date that the auction is held (or the last auction, if the case
may be)
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Page 4 of
6
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|
| |
VIVO PARTICIPAÇÕES
S.A.
CNPJ/MF nº
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
company with authorized capital
|
MINUTES OF THE EXTRAORDINARY MEETING OF
THE BOARD OF DIRECTORS HELD ON MAY 29, 2009.
The Directors were
also informed of the opinions issued by Citi and by Bradesco BBI, which were
requested by the committees created by TCP and by TC, confirming that equitable
treatment is being given to all companies involved in the
transaction
In light of the
approval of the terms and conditions of the Protocol of Merger, as well as the
clarifications regarding the contemplated Corporate Restructuring, the members
of the Board of Directors have expressed their favorable opinion to the
implementation of the transaction, and authorized the execution of the Protocol
of Merger, by the Officers, as well as authorized the Officers to take all the
necessary measures to implement the Corporate Restructuring.
As no matters were left to be discussed,
the meeting was adjourned
and these
minutes were drawn up, and after read and approved, were executed by the
members of the Board
and by the
Secretary, being registered
in the proper corporate book.
São Paulo, May 29,
2009.
|
Luis
Miguel Gilpérez López
President of
the Board of Directors
(represented
by Félix Pablo Ivorra Cano)
|
Shakhaf
Wine
Vice-President
of the Board of Directors
Chairman of
the Meeting
|
|
Luis
Miguel da Fonseca Pacheco de Melo
Director
(represented
by Shakhaf Wine)
|
Rui
Manuel de M. D’Espiney Patrício
Director
|
|
Félix
Pablo Ivorra Cano
Director
|
Ignácio
Aller Mallo
Director
(represented
by Félix Pablo Ivorra Cano)
|
|
Carlos
Manuel M. Fidalgo Moreira da Cruz
Director
(represented
by Shakhaf Wine);
|
José
Guimarães Monforte
Director
|
|
Page 5 of 6
|
|
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VIVO PARTICIPAÇÕES
S.A.
CNPJ/MF nº
02.558.074/0001-73 - NIRE 35.3.001.587-92
Publicly-held
company with authorized capital
|
MINUTES OF THE EXTRAORDINARY MEETING OF
THE BOARD OF DIRECTORS HELD ON MAY 29, 2009.
|
Antonio
Gonçalves de Oliveira
Director
|
Paula
Bragança França Mansur
Member of the
Board of Auditors
|
|
Fabiana
Faé Vicente Rodrigues
Member of the
Board of Auditors
|
Ortogamis
Bento
Member of the
Board of Auditors
|
|
Breno
Rodrigo Pacheco de Oliveira
Secretary
|
These materials may
contain forward−looking statements within the meaning of the “safe harbor”
provisions of the Private Securities. 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.
Notice
pursuant to the rules of U.S. Securities and Exchange Commission, or SEC:
This document is only information distributed by the Companies to their
shareholders in connection with a actions to be taken by these shareholders at
an Extraordinary General Meetings of their shareholders and it is not an
offering document and does not constitute an offer to sell nor a solicitation of
an offer to acquire any securities or a solicitation of any vote or
approval.
Vivo Participações
S.A. and Telemig Celular Participações S.A. inform to their investors of
American Depositary Shares and Vivo Participações S.A., Telemig Celular S.A. and
Telemig Celular Participações S.A. inform to the U.S. holders of common and
preferred shares of the Companies that they will file a registration statement
with the SEC in connection with the transactions described in the Notice of
Material Fact filed on May 29, 2009. The investors of American Depositary Shares
of Vivo Part. and of TCP and to the U.S. holders of common and preferred shares
of TC, TCP and Vivo Part. are highly recommended to read the applicable U.S.
prospectus/information statement
(preliminary and definitive versions when available) and the
documents attached to the prospectus by reference, once such
documents will contain important information. The U.S. prospectus/Information
statement addressed to the investors of American Depositary Shares of the TCP
and Vivo Part. and of holders of common and preferred shares of TCP, TC and of
Vivo Part. will be filed with the SEC as part of the Registration Statement on
Form F-4 of Vivo Part. and of TCP. Investors and security holders may obtain a
free copy of the U.S. prospectus/ information statement applicable (when
available) and other documents filed by TCP and by Vivo Part. with the SEC at
its website, www.sec.gov. A copy of the applicable U.S. prospectus/information
statement (when available) can also be obtained for free from Vivo Part. and
TCP.
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Page 6 of
6
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EXHIBIT 8
| |
TELEMIG CELULAR PARTICIPAÇÕES
S.A.
CNPJ/MF nº
02.558.118/0001-65 - NIRE 31.300.025.357
Publicly-held
company with authorized capital
|
MINUTES OF THE EXTRAORDINARY MEETING OF
THE BOARD OF DIRECTORS HELD ON MAY 29, 2009.
1. DATE, TIME AND PLACE: May
29, 2009, at 8:00 a.m., exceptionally at the City of São Paulo, State of São
Paulo, at Av. Roque Petroni Junior, 1464, 6th floor, part B.
2. CHAIRMAN AND SECRETARY:
Shakhaf Wine – Chairman of the meeting and Breno Rodrigo Pacheco de
Oliveira – Secretary of the meeting.
3. ATTENDANCE: The meeting
commenced with the members of the Board that approve these minutes, in
compliance with the quorum set forth in the By-laws. The members of the Board of
Auditors, Messrs Paula Bragança França Mansur, Fabiana Faé Vicente Rodrigues and
Mr. Cláudio José Carvalho de Andrade also attended this meeting in compliance
with article 163, third paragraph of Law No. 6,404/76. The representatives of
Citigroup Global Markets
Inc., financial advisor of the Company and Planconsult e Consultoria, as
well as Banco Bradesco BBI S.A. (“Bradesco BBI”), were
also present to advise the Special Committee of the Company to be
merged. Also present were the representatives of the law office
Machado, Meyer, Sendacz e Opice Advogados, in their capacity as legal advisors
to the Company in order to provide any necessary clarifications.
4. AGENDA AND
RESOLUTIONS:
Mr. Shakhaf Wine,
Vice-President of the Board of Directors clarified that, as was known by all the
present members, the purpose of the meeting was to resolve the terms and
conditions of the corporate restructuring (“Corporate
Restructuring”), involving the merger of all the shares of Telemig
Celular S.A. (“TC”), a publicly-held
company incorporated in accordance with the laws of Brazil, with its head office
in the City of Belo Horizonte, State of Minas Gerais, at Rua Levindo Lopes, 258,
enrolled with CNPJ/MF under No. 02.320.739/0001-06 not owned by the
Company, into those of the Company, with TC becoming its wholly-owned subsidiary
and, subsequently, the merger of the totality of shares of the Company into Vivo
Participações S.A. (“Vivo Part.”), a
publicly-held company controlling shareholder of the Company, incorporated in
accordance with the laws of Brazil, with its head office at the City of São
Paulo, State of São Paulo, at Av. Roque Petroni Junior, 1464, 6º andar, enrolled
with CNPJ/MF under No. 02.558.074/0001-73, with TCP becoming a wholly-owned
subsidiary of Vivo Part. (“Corporate
Restructuring”). The referred
Page 1 of
6
Corporate
Restructuring will be submitted for final approval of the General Shareholders
Meeting of the Company, of TC and of Vivo Part.
The Chairman
pointed out that, after the necessary considerations regarding the purposes of
the transaction, it was concluded that the adoption of the Corporate
Restructuring, as proposed, will result in the consolidation of the shareholders
of the Company, of TC and Vivo Part. in only one publicly-held company and that
this would allow the shareholders to participate in a company with higher
liquidity in Brazilian and foreign stock exchanges, and that the transaction
would also result in the simplification of the current organizational and
shareholding structure of the business and aid the standardization and the
rationalization of the general administration of the Companies involved in the
Corporate Restructuring.
The Chairman also
clarified that, as resolved in the meeting of the Board of Directors held on
March 20, 2009, a Special Committee was created in TCP and in TC, as recommended
by the Parecer
de Orientação 35/08 issued
by the Brazilian Securities
Exchange Commission – CVM, and that their members have carried out
their responsibilities as described in the Parecer de
Orientação, including their
review of the exchange ratios proposed by the Board based on the Valuation
Report prepared by Citigroup Global Markets Inc., the advisement of Banco Bradesco BBI (acting as independent financial advisor
for the Committees).
He also informed the board
that the Special Committee of the Company recommended the exchange
ratios in the ranges indicated in its recommendation letter as being the most
adequate, being such ranges within the ranges included in the report
prepared by Citigroup
Global Markets Inc..
Regarding the terms
and conditions of the Corporate Restructuring involving the Company, the members
of the Board of Directors, after receiving clarifications and,
considering the favorable opinion of the members of the Board of Auditors and
the recommendations made by the Special Committee have resolved
unanimously:
4.1. to
ratify, ad referendum
of the general shareholders’ meeting of the Company that will resolve this
matter, the retention by the Board of Officers, of the specialized company
Citigroup Global Markets Inc., enrolled with
CNPJ/MF 05.986.949/0001-48 (“Citi”), to
evaluate of the Company, of TC and of Vivo Part, based on
their
Page 2 of
6
respective economic
value on March 31, 2009, using the discounted cash flow methodology,
for the purposes of determining: (i) the exchange ratio of the common and
preferred shares of TC for new shares to be issued by the Company; and (ii) the
exchange ratio of the common and preferred shares of the Company for new shares
to be issued by Vivo Part., as well as to render its view in regard to the
exchange ratios established, having Citi declared that, since the exchange
ratios proposed are within the exchange ratio range set forth on the Valuation
Report, the exchange ratio was equitable to the shareholders of the
Company;
4.2. to
ratify, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the retention of the specialized company Planconsult
Planejamento e Consultoria Ltda., enrolled with CNPJ/MF under No.
51.163.748/0001-23 (“Planconsult”) by the
Board of Officers, to (i) evaluate the net worth of the Company and the
companies TC and Vivo Part. at market value, for the purpose of article 264 of
Law No. 6.404/76, and (ii) evaluate the shares of the Company and TC for the
purpose of determining the capital increase of the respective merging companies
of shares of TC and of the Company;
4.3. to
ratify, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the retention of the independent specialized company Ernst
& Young Auditores Independentes SS., with head offices at Av. Presidente
Juscelino Kubitschek, No. 1830, Torre I, 5º and 6º. Andares, São Paulo/SP, CEP
04543-900, enrolled with CNPJ/MF under No. 61.366.936/0001-25 by the
Board of Officers to evaluate the net worth of the Company, of TC and of Vivo
Part. at book value;
4.4. to
approve, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the valuation reports of the net worth of the Company and of
the companies TC and Vivo Part., at market prices, all using March 31, 2009 as
the base date for the purpose of comparing the exchange ratios proposed with the
exchange ratio that would result from the adoption of the criteria of
net worth at market price in the terms of article 264 of Law No. 6.404/76
(“Valuation Report of
Net Worth at Market Prices”);
Page 3 of
6
4.5. to
approve, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the valuation reports: (i) of the shares of TC to be merged
into the Company, and (ii) of shares of Company to be merged into Vivo Part.,
both based in the economic value of such shares for the purpose of determining
the capital increase of the respective merging companies of shares, in
compliance with article 252 §1º, combined with article 8º, both of Law No.
6,404, of December 15, 1976 (“Valuation Report for Capital
Increase”);
4.6. to
approve, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the valuation reports of the net worth of TC, of Vivo Part. and
of the Company based on their respective book values (“Valuation Report of Net
Worth at Book Value”);
4.7. to
approve, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, and considering the range of the exchange ratios recommended by
the Special Committee of the Company, the draft of the Protocol of Merger of
Shares and Instrument of Justification to be executed on the date hereof between
the Company and TC (“Protocol of Merger of
TC”), which states the merger, of all shares of TC into the Company, with
becoming TC a wholly-owned subsidiary of the Company. The Protocol of Merger of
TC sets forth the terms and general conditions of the intended merger, the
justifications of the transaction, the valuation criteria of the shares to be
merged and the exchange ratio of the corporate participation of the f TC’
shareholders by new shares to be issued by the Company, proposed and agreed
among the managements of the Company and TC;.
4.8. to
approve, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, and considering the range of the exchange ratios recommended by
the Special Committee of the Company, the draft of the Protocol of Merger of
Shares and Instrument of Justification to be executed on the date hereof between
the Company and Vivo Part. (“Protocol of Merger - Vivo
Part.”), which states the merger of all of the shares of the Company into
Vivo Part. The Protocol of Merger - Vivo Part. sets forth the terms and general
conditions of the intended merger, the justifications of the transaction, the
valuation criteria of shares to be merged and the exchange ratio of the
corporate participation of the Company’s
Page 4 of
6
shareholders by new
shares to be issued by Vivo Part.. , proposed and agreed among the managements
of the Company and Vivo Part..
4.9. After
deliberating the exchange ratio based on the valuation report issued by Citi and
based on the recommendations of the Special Committees, the Board of Directors
approved the exchange ratio of 17.40 shares of the Company to each TC share and
of 1.37 shares of Vivo Part. to each share of Company. Both exchange
ratios were within the range recommended as adequate by the Special Committee of
TCP to its Board, and were also within the range of exchange ratios considered
by Citi as equitable for the Companies. The Board has proposed that the
fractions of shares resulting from the exchange ratios be grouped and sold in
auction, (or auctions as the case may be) in BM&FBOVESPA, at market
price, and that the net amount obtained shall be paid to the shareholders of the
referred companies, who, as a result of the mergers, will be entitled
to that portion of the proceeds of the sale corresponding to the fractional
shares they would have received, up to 5 (five) business
days from the date that the auction is held (or the last auction, if the case
may be).
The Board members
were also informed of the opinion issued by Citi and ratified by Bradesco BBI,
under the terms of article 30 of the by-laws of Vivo Part. and 49 of the by-laws
of the Company, confirming that equitable treatment is being given to all
involved companies, since the exchange ratios set forth are within the exchange
ratio range indicated by Citi and by Bradesco BBI that are considered as giving
equitable treatment to the companies.
In light of the
approval of the terms and conditions of the Protocol of Merger of TC and the
Protocol of merger – Vivo Part., as well as the clarifications regarding the
contemplated Corporate Restructuring, the members of the Board of Directors have
expressed their favorable opinion to the implementation of the transaction, and
authorized the execution of the Protocols of Merger TC and Vivo Part., by the
Officers, as well as authorized the Officers to take all the necessary measures
to implement the Corporate Restructuring.
As no matters were left to be discussed,
the meeting was adjourned
and these
minutes were drawn up, and after read and approved, were executed by
the
Page 5 of
6
members of the Board and by the Secretary, being registered in the proper
corporate book.
São Paulo, May 29,
2009.
|
Luis
Miguel Gilpérez López
President of
the Board of Directors
(represented
by Félix Pablo Ivorra Cano)
|
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
|
|
Félix
Pablo Ivorra Cano
Director
|
Ignácio
Aller Mallo
Director
(represented
by Félix Pablo Ivorra Cano)
|
|
Carlos
Manuel M. Fidalgo Moreira da Cruz
Director
(represented
by Shakhaf Wine);
|
José
Guimarães Monforte
Director
|
|
Antonio
Gonçalves de Oliveira
Director
|
Marcelo
Santos Barbosa
Director
|
|
Fabiana
Faé Vicente Rodrigues
Member of the
Board of Auditors
|
Paula
Bragança França Mansur
Member of the
Board of Auditors
|
|
Cláudio
José Carvalho de Andrade
Member of the
Board of Auditors
|
Breno
Rodrigo Pacheco de Oliveira
Secretary
|
Page 6 of
6
EXHIBIT 9
| |
TELEMIG CELULAR
S.A.
CNPJ/MF nº
02.320.739/0001-06 - NIRE 31.3.0001299-9
Publicly-held
company
MINUTES OF THE EXTRAORDINARY
MEETING OF THE BOARD OF DIRECTORS HELD ON MAY 29,
2009.
|
1. DATE, TIME AND PLACE: May
29, 2009, at 8:00 a.m., exceptionally at the City of São Paulo, State of São
Paulo, at Av. Roque Petroni Junior, 1464, 6th floor, part B.
2. CHAIRMAN AND SECRETARY:
Shakhaf Wine – Chairman of the meeting and Breno Rodrigo Pacheco de
Oliveira – Secretary of the meeting.
3. ATTENDANCE: The meeting
commenced with the attendance of the members of the Board that sign these
minutes, in compliance with the quorum set forth in the By-laws. The members of
the Board of Auditors, Messrs. Paula Bragança França Mansur, Fabiana Faé Vicente
Rodrigues and Mr. Cláudio José Carvalho de Andrade, also attend to this meeting,
pursuant to article 163, third paragraph of Law No. 6,404/76. The
representatives of Citigroup
Global Markets Inc., financial advisor of the Company and Planconsult e
Consultoria, as well as Banco Bradesco BBI S.A. (“Bradesco BBI”), were
retained to advise the Special Committee of the Company to be merged, as well as
the representatives of the law office Machado, Meyer, Sendacz e Opice Advogados,
in its capacity as legal advisors of the Company in order to provide any
necessary clarifications.
4. AGENDA AND
RESOLUTIONS:
Mr. Shakhaf Wine,
Vice-President of the Board of Directors clarified that, as was known by all the
present members, the purpose of the meeting was to resolve the terms and
conditions of the corporate restructuring (“Corporate
Restructuring”), involving the merger of all the shares of the Company, a
publicly-held company incorporated in accordance with the laws of Brazil, with
its head office in the City of Belo Horizonte, State of Minas Gerais, at Rua
Levindo Lopes, 258, enrolled with CNPJ/MF under No. 02.320.739/0001-06 not
owned by Telemig Celular Participações S.A. (“TCP)”, into those of TCP, with the
Company becoming its wholly-owned subsidiary and, subsequently, the merger of
the totality of shares of the TCP into Vivo Participações S.A. (“Vivo Part.”), a
publicly-held company controlling shareholder of the Company, incorporated in
accordance with the laws of Brazil, with its head office at the City of São
Paulo, State of São Paulo, at Av. Roque Petroni Junior, 1464, 6º andar, enrolled
with CNPJ/MF under No. 02.558.074/0001-73, with TCP becoming a wholly-owned
subsidiary of Vivo Part. (“Corporate
Restructuring”).
Page 1 of
5
The referred
Corporate Restructuring will be submitted for final approval of the General
Shareholders Meeting of the Company, of TC and of Vivo Part. This proposal for
the Corporate Restructuring was presented to the Board in the meeting held on
March 20, 2009. The referred Corporate Restructuring will be submitted for final
approval at the General Shareholders Meetings of the Company, of TCP and of Vivo
Part.
The Chairman
pointed out that, after the necessary considerations regarding the purposes of
the transaction, it was concluded that the adoption of the Corporate
Restructuring, as proposed, will result in the consolidation of the shareholders
of the Company, of TCP and of Vivo Part. in one publicly-held company and that
this would allow the shareholders to participate in a company with higher
liquidity in Brazilian and foreign stock exchanges, and that the transaction
would also result in the simplification of the current organizational and
shareholding structure of the business and aid the standardization and the
rationalization of the general administration of the Companies involved in the
Corporate Restructuring.
The Chairman also
clarified that, as resolved in the meeting of the Board of Directors held on
March 20, 2009, a Special Committee was created in TCP and in TC, as recommended
by the Parecer
de Orientação 35/08 issued
by the Brazilian Securities
Exchange Commission – CVM, and that their members have carried out
their responsibilities as described in the Parecer de
Orientação, including their
review of the exchange ratios proposed by the Board based on the Valuation
Report prepared by Citigroup Global Markets Inc., the advisement of Banco Bradesco BBI (acting as independent financial advisor
for the Committees).
He also informed the board
that the Special Committee of the Company recommended the exchange
ratios in the ranges indicated in its recommendation letter as being the most
adequate, being such ranges within the ranges included in the report
prepared by Citigroup
Global Markets Inc..
Regarding the terms
and conditions of the Corporate Restructuring involving the Company, the members
of the Board of Directors, after receiving clarifications and, considering the
favorable opinion of the members of the Board of Auditors and the
recommendations made by the Special Committee, have resolved
unanimously:
Page 2 of
5
4.1. to
ratify, ad referendum
of the general shareholders’ meeting of the Company that will resolve this
matter, the retention by the Board of Officers, of the specialized company
Citigroup Global Markets Inc., enrolled with
CNPJ/MF 05.986.949/0001-48 (“Citi”), to evaluate
the Company and TCP, based on their respective economic value on March 31, 2009,
using the discounted cash flow methodology, for the purpose of determining: (i)
the exchange ratio of the common and preferred shares of the Company for new
shares to be issued by the TCP; as well as to render its view in regard to the
exchange ratios established, having Citi declared that, since the exchange ratio
proposed is within the exchange ratio range set forth on the Valuation Report,
the exchange ratio was equitable to the shareholders of the
Company;
4.2. to
ratify, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the retention of the specialized company Planconsult Planejamento e Consultoria
Ltda., enrolled with CNPJ/MF under No. 51.163.748/0001-23 (“Planconsult”) by the
Board of Officers to: (i) evaluate the net worth of the Company and of TCP at
market value, for the purpose of article 264 of Law No. 6.404/76, and (ii)
evaluate the shares of the Company for the purpose of determining the capital
increase of TCP;
4.3. to
ratify, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the retention of the independent specialized company Ernst & Young Auditores
Independentes SS., with head office at Av. Presidente Juscelino
Kubitschek, No. 1830, Tower I, 5º and 6º. Floors, São Paulo/SP, CEP 04543-900,
enrolled with CNPJ/MF under No. 61.366.936/0001-25 by the Board of
Officers to evaluate the net worth of the Company and of TCP at book
value;
4.4. to
approve, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the valuation reports of the net worth of the Company and of
TCP, at market prices, all using March 31, 2009 as base date, for the purpose of
comparison of the exchange ratios proposed with the exchange ratio that would
result from the adoption of the criteria net worth at market price in
the terms of article 264 of Law No. 6.404/76 (“Valuation Report of Net
Worth at Market Prices”);
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4.5. to
approve, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the valuation report of the shares of the Company to be merged
into the TCP, based in the economic value of such shares for the purpose of
determining the capital increase of TCP, in compliance with article 252 §1º,
combined with article 8º, both of Law No. 6,404, of December 15, 1976 (“Valuation Report for Capital
Increase”);
4.6. to
approve, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, the valuation reports of the net worth of TCP and of the
Company based on their respective book values (“Valuation Report of Net
Worth at Book Value”);
4.7. to
approve, ad referendum
of the general shareholders meeting of the Company that will resolve the
referred matter, and considering the range of the exchange ratios recommended by
the Special Committee of the Company, the draft of the Protocol of Merger of
Shares and Instrument of Justification to be executed on the date hereof between
the Company and TCP (“Protocol of Merger”),
which states the merger, of all of the shares of the Company into TCP, with the
Company becoming a wholly-owned subsidiary of TCP. The Protocol of Merger sets
forth the terms and general conditions of the intended merger, the
justifications of the transaction, the valuation criteria of the shares to be
merged and the exchange ratio of the corporate participation of the Company’s
shareholders by new shares to be issued by TCP as proposed and agreed among the
managements of the Company and TCP.
4.8. after
deliberating the exchange ratio based on the valuation report issued by Citi and
based on the recommendations of the Special Committee, the Board of Directors
approved the exchange ratio of 17.40 shares of TCP to each share of the Company
being such exchange ratio within the range recommended as adequate by the
Special Committee of the Company and of TCP to their respective Boards, and also
included in the range of exchange ratios considered by Citi as equitable for the
Companies. The Board has proposed that the fractions of shares resulting from
the exchange ratios be grouped and sold in auction (or auctions as the case may
be) in
Page 4 of
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BM&FBOVESPA, at market
price, and that the net amount obtained shall be paid to the shareholders of the
Company, who, as a result of the mergers, will be entitled to that
portion of the proceeds of the sale corresponding to the fractional shares they
would have received, up to 5 (five) business
days from the date that the auction is held (or the last auction, if the case
may be).
The Directors were
also informed of the opinion issued by Citi and ratified by Bradesco BBI, in the
terms of article 49 of the by-laws of TCP, confirming that an equal treatment is
being given to all involved companies, since the exchange ratio set forth is
within the exchange ratio range indicated by Citi and by Bradesco BBI that are
considered equitable since the exchange ratios set forth are within the exchange
ratio range indicated by Citi and by Bradesco BBI that are considered as giving
equitable treatment to the companies.
In light of the
approval of the terms and conditions of the Protocol of Merger herein resolved,
as well as the clarifications made regarding the contemplated corporate
restructuring, the members of the Board of Directors have expressed their
favorable opinion to the implementation of the transaction, and authorized the
execution of the Protocol of Merger, by the Officers, as well as authorized the
Officers to take all the necessary measures to implement the Corporate
Restructuring.
As no matters were left to be discussed,
the meeting was adjourned
and these
minutes were drawn up, and after read and approved, were executed by the
members of the Board
and by the
Secretary, being registered
in the proper corporate book.
São Paulo, May 29,
2009.
|
Luis
Miguel Gilpérez López
President of
the Board of Directors
(represented
by Félix Pablo Ivorra Cano)
|
Shakhaf
Wine
Vice-President
of the Board of Directors
Chairman of
the Meeting
|
|
Félix
Pablo Ivorra Cano
Director
|
Rui
Manuel de M. D’Espiney Patrício
Director
|
|
Antonio
Cardoso dos Santos
Director
|
Fabiana
Faé Vicente Rodrigues
Member of the
Board of Auditors
|
|
Paula
Bragança França Mansur
Member of the
Board of Auditors
|
Cláudio
José Carvalho de Andrade
Member of the
Board of Auditors
|
|
Breno
Rodrigo Pacheco de Oliveira
Secretary
|