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: 132-02693
Date:
September 30, 2009
THE
FOLLOWING ARE MATERIALS MADE PUBLIC BY VIVO PARTICIPAÇÕES S.A., TELEMIG CELULAR
PARTICIPAÇÕES S.A. OR TELEMIG CELULAR S.A. RELATING TO THE MERGER OF SHARES
(INCORPORAÇÃO DE AÇÕES)
OF TELEMIG CELULAR S.A. INTO TELEMIG CELULAR 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.
* * * *
*
EXHIBITS
|
Item
Number
|
Description
|
|
1.
|
Notice
to the Market dated September 30, 2009 regarding the results of the
auctions on the BM&FBOVESPA on September 24, 2009 and September 29,
2009 of the sale of the fractional shares resulting from the corporate
restructuring of Vivo Participações S.A. and its
subsidiaries.
|
Item
1
 |
VIVO
PARTICIPAÇÕES S.A. (“VIVO PART”) RELEASES THE RESULTS OF THE AUCTIONS ON
THE BM&FBOVESPA OF VIVO PART’S FRACTIONAL SHARES RESULTING FROM THE
CORPORATE RESTRUCTURING (THE “CORPORATE RESTRUCTURING”) OF VIVO PART AND
ITS SUBSIDIARIES APPROVED AT THE EXTRAORDINARY GENERAL SHAREHOLDERS’
MEETINGS ON JULY 27, 2009
|
São Paulo, Brazil - September 30,
2009 - Vivo Participações S.A. (BOVESPA: VIVO3 (common), VIVO4
(preferred); NYSE: VIV), releases below the total
number of common shares and preferred shares that were sold in the auctions on
the BM&FBOVESPA, as well as the corresponding net amount per share to be
credited to shareholders pro
rata for the fractional shares they held before the
auction.
Auction of September 24,
2009
|
Symbol
|
Class
|
Number
of Shares Offered
|
Number
of Shares Sold
|
Net
Amount Per Share Realized (1)
|
|
VIVO3
|
common
shares
|
54,169
|
54,100
|
R$
40.95279
|
|
VIVO4
|
preferred
shares
|
42,595
|
23,700
|
R$
43.23960
|
Auction of September 29,
2009
|
Symbol
|
Class
|
Number
of Shares Offered
|
Number
of Shares Sold
|
Net
Amount Per Share Realized (1)
|
|
VIVO3
|
common
shares
|
69
|
69
|
R$
40.47346
|
|
VIVO4
|
preferred
shares
|
18,895
|
18,895
|
R$
43.13964
|
Total
|
Symbol
|
Class
|
Number
of Shares Offered
|
Number
of Shares Sold
|
Net
Amount Per Share Realized (1)
|
|
VIVO3
|
common
shares
|
54,169
|
54,169
|
R$
40.95218
|
|
VIVO4
|
preferred
shares
|
42,595
|
42,595
|
R$
43.19525
|
The
proceeds of the sale of the common shares and preferred shares in the auctions
will be made available to shareholders who were entitled to fractional shares of
Vivo Part as a result of the Corporate Restructuring beginning on October 6,
2009, in the following manner:
(a)
Shareholders whose shares are held in custody with Banco Real must present
themselves at any branch of that institution to receive the amounts to which
they may be entitled;
(b) The
amounts to be paid to shareholders whose shares are held in custody with the
BM&FBOVESPA will be credited directly to BM&FBOVESPA, which will deliver
the proceeds to the shareholders through the applicable custody agents;
and
(c) For
those shareholders whose shares are blocked or whose records are not up-to-date,
the amounts to which they may be entitled will be retained by Vivo Part and will
be available for payment to those shareholders, which payment will be made upon
presentation of the proper documents evidencing the
2
unblocking
of their shares and/or their identities, as the case may be, at any agency of
Banco Real, the depositary institution for book-entry shares issued by Vivo
Part.
São
Paulo, September 30, 2009
Cristiane
Barretto Sales
Director
of Investor Relations
Vivo
Participações S.A.
www.vivo.com.br/ir
For more
information, contact:
Investor
Relations Department and M&A
Tel.: +55
11 7420-1172
Email: ir@vivo.com.br
Notice: This Notice
to the Market does not apply to holders of American Depositary Receipts (ADRs)
or American Depositary Shares (ADSs) but applies to the sale of shares in the
Brazilian market relating to fractional shares resulting from the application of
the exchange ratio for the Corporate Restructuring. Investors in ADSs
of Vivo Part and former investors in ADSs of Telemig Celular Participações S.A.
(“TCP”) are urged to read the Prospectus (which also serves as an information
statement for holders of ADSs and U.S. holders of shares of Vivo Part or TCP),
which was filed with the SEC as part of a Registration Statement on Form F-4, as
amended, of Vivo Part and TCP. Investors and security holders may obtain a free
copy of the Prospectus and other documents filed by Vivo Part and TCP with the
SEC at the SEC’s website at www.sec.gov. A copy of the Prospectus may also be
obtained for free from Vivo Part.