SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report of
Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934
For
the month of October, 2009
Commission
File Number: 333-09470
_____________________________________
VIVO
PARTICIPAÇÕES S.A.
(Exact
name of registrant as specified in its charter)
VIVO
HOLDING COMPANY
(Translation
of Registrant’s name into English)
Av.
Doutor Chucri Zaidan, 860
04583-110—São
Paulo, SP, Brazil
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
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Form
20-F
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X
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Form
40-F
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
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Yes
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No
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X
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
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Yes
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No
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X
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Indicate
by check mark whether by furnishing the information contained in this Form, the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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Yes
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No
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X
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If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
VIVO
PARTICIPAÇÕES S.A.
TABLE OF
CONTENTS
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Item
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1.
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Notice
of Material Fact dated October 8, 2009 regarding the approval by the
Boards of Directors of Vivo Participações S.A. (“Vivo Part.”) and of
Telemig Celular Participações S.A. (“TCP”), at a meeting held on October
8, 2009, of the terms and conditions of the merger of TCP into Vivo Part.,
whereby the separate corporate existence of TCP will
cease.
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2.
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Minutes
of the Extraordinary Meeting of the Board of Directors of Vivo
Participações S.A. held on October 08, 2009.
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3.
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Minutes
of the Extraordinary Meeting of the Board of Directors of Telemig Celular
Participações S.A. held on October 08, 2009.
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4.
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Protocol
and Instrument of Justification of the Merger of Telemig Celular
Participações S.A. into Vivo Participações S.A.
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5.
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Telemig
Celular Participações S.A. Valuation Report of Net Assets at Book Value by
Ernst & Young Auditores Independentes
S.S.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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VIVO
PARTICIPAÇÕES S.A.
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Date:
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October
9, 2009
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By:
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/s/
Cristiane Barretto Sales
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Name:
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Cristiane
Barretto Sales
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Title:
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Investor
Relations Officer
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Item
1.
 |
VIVO
PARTICIPAÇÕES S.A.
Publicly-held
Company
CNPJ/MF No.
02.558.074/0001-73 - NIRE 35.3.001.587-92
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ/MF No.
02.558.118/0001-65 - NIRE 31.3.0002535-7
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Notice
of Material Fact
The
management of Vivo Participações S.A. (“Vivo
Part.”) and of Telemig Celular Participações S.A. (“TCP”)
(the “Companies”), in compliance with and for the purposes of CVM Instructions
Ns. 319/99 and 358/02, announce that in a meeting held on October 08, 2009, the
respective Boards of Directors of the Companies approved the terms and
conditions of a corporate restructuring involving Vivo Part. and TCP, whereby
TCP will be merged into Vivo Part., resulting with the extinguishment of
TCP.
The
intended transaction will
not result in a change of control of
Vivo Part., nor will it otherwise affect Vivo Part.’s shareholders, as described
herein below:
1.
Proceedings.
In order to
simplify the organizational structure of the companies that Vivo Part.
acquired
in the
first half of 2008, a corporate restructuring (the “Corporate
Restructuring”) was
implemented whereby Telemig Celular S.A. (“TC”) became a
wholly-owned subsidiary of its controlling company, TCP, and the TC shares not
already owned by Vivo and its affiliates were exchanged for shares of TCP. On
the same date and as part of the Corporate Restructuring, the shares of TCP that
were not already owned by Vivo and its affiliates were merged into Vivo Part.,
giving to the holders of the merged shares of TCP (including those received in
the merger of shares of TC), new shares of Vivo Part., such that TCP became a
wholly-owned subsidiary of Vivo Part., all in compliance with article 252, of
Law No. 6,404/76 and observing the procedures described in CVM
Instruction No. 319/99 and in the Parecer de
Orientação CVM nº 35. The referred Corporate Restructuring was
approved in the General Extraordinary Shareholders’ Meetings of the TC, TCP and
Vivo Part., which were held on July 27, 2009 and involved the participation of
the former shareholders of TC, TCP and Vivo Part. Vivo Part. is now
the only company with shares currently traded on the Brazilian Stock Exchange
and in the New York Stock Exchange. The Corporate Restructuring
increased the liquidity of Vivo Part. and simplified the management of those
companies.
As
disclosed in the notice
of material fact on March
20, 2009, and in
light of the fact that the
Merger required
the previous approval of ANATEL, the envisaged merger was not contemplated in
the Corporate Restructuring approved on July 27,
2009.
2.
Merger of TCP.
The
merger of TCP into Vivo Part. aims to continue the simplification of the Vivo
Part. corporate structure, as TCP’s current sole purpose is to hold the capital
stock of TC, by further decreasing administrative costs and maximizing the
unification, standardization and rationalization of the management of the
companies with the elimination of TCP.
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VIVO
PARTICIPAÇÕES S.A.
Publicly-held
Company
CNPJ/MF No.
02.558.074/0001-73 - NIRE 35.3.001.587-92
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ/MF No.
02.558.118/0001-65 - NIRE 31.3.0002535-7
|
Because
TCP is a wholly-owned subsidiary of Vivo Part., the envisaged merger will not
result in an increase of the capital stock of Vivo Part., as Vivo Part. has
already recognized in its net worth the value of the shares of TCP, and also,
there is no replacement of shares of the non-controlling shareholders of the
merged company for shares of the merging Company. Accordingly, a valuation
report of the net worth at market value shall not be prepared for the
calculation of the exchange ratio of shares held by non-controlling shareholders
required by article 264 of Law 6,404/76 and article 2nd,
1st
paragraph, VI, of Instruction CVM 319/99, in accordance with recent
understandings of the CVM already stated in queries made in similar
reorganizations and mentioned in Resolution CVM No. 559, of November 18, 2008
and such merger will not result in the issuance of shares by Vivo
Part..
The
totality of the net worth, assets, rights and obligations of TCP will be merged
into Vivo Part., which will fully succeed TCP, pursuant to the terms of the
Protocol of Justification and Instrument of Merger executed by the management of
each of the Companies involved in the merger.
The
implementation of the transaction will result in the extinguishment of TCP and
its consequent exclusion in the corporate chain. Instead, Vivo Part. will become
the direct holder of the totality of shares of TC previously held by TCP, and TC
will become a wholly-owned subsidiary of Vivo Part.
The
general shareholders’ meetings of TCP and of Vivo Part. for the analysis of the
envisaged merger , will be called in compliance with the respective legal and
statutory requirements.
Future
Transactions: Once the merger herein described is completed, subject to
necessary corporate and regulatory approvals, the possibility of the merger of
TC into Vivo Part. will be considered in order to finalize the process of
simplifying the corporate structure of Vivo Part., without however, resulting in
changes to its shareholding structure, once TC is a wholly-owned subsidiary of
TCP and will be, after the implementation of the restructuring herein described,
a wholly-owned subsidiary of Vivo Part.. Notwithstanding the foregoing,
considering that the merger of TC requires the approval of ANATEL, other than
the integration of the operational system and fulfillment of Vivo Part. of the
conditions to be an operational corporation, said merger was not contemplated in
the merger herein described.
The
documents related to the merger referred to herein shall be made available to
the respective shareholders of the Companies as of October 09, 2009, at Vivo
Part. (Av.
Dr. Chucri Zaidan, 860 –Morumbi – São Paulo – SP – 3º andar – Lado B -
Division of Corporate Matters,
Morumbi), from
09:00AM to 5:00PM on business days, by the presentation of a statement
containing with their
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VIVO
PARTICIPAÇÕES S.A.
Publicly-held
Company
CNPJ/MF No.
02.558.074/0001-73 - NIRE 35.3.001.587-92
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ/MF No.
02.558.118/0001-65 - NIRE 31.3.0002535-7
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shareholding,
issued at most two (2) days in advance. More information can be obtained by
telephoning Vivo Part.’s Investor Relations Office at number 011
7420-1172.
São
Paulo, October 08, 2009.
Cristiane
Barretto Sales
Investor
Relations Officer
Vivo
Participações S.A.
Telemig
Celular Participações S.A.
Item
2.
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VIVO
PARTICIPAÇÕES S.A.
CNPJ 02.558.074/0001-73 - N
I R E 35.3.001.587.9-2
Publicly-held
company with authorized capital
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MINUTES
OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS HELD ON OCTOBER
08,
2009.
1. DATE, TIME AND PLACE: held on October
08th,
2009, at 4:00 p.m., at Av. Roque Petroni Júnior, 1464, 6th
floor, B side, in the City of São Paulo, State of São Paulo.
2. CHAIRMAN AND SECRETARY: Luis Miguel
Gilpérez López – Chairman; Bruno Angelo e Indio Bartijoto –
Secretary.
3. ATTENDANCE: The meeting began with the
calling of attendance of the undersigned members of the Board of Directors,
which represented the necessary quorum as provided in the Bylaws. Also attending
this meeting, in accordance with the provisions of article 163, §3º of Law no.
6.404/76, was Ms. Fabiana Faé Vicente Rodrigues – representing the Board of
Auditors of the Company, in order to render any necessary
explanation.
4. AGENDA AND
RESOLUTIONS:
Mr.
Luis Miguel Gilpérez López, Chairman of the Board of Directors, clarified that,
as it was known by all the present members, the purpose of the meeting was to
resolve in favor of the merger of the wholly-owned subsidiary of the Company,
Telemig Celular Participações S.A., incorporated in accordance with the Laws of
Brazil, with head offices 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
(“TCP”),
into the Company. It was also pointed out to the members of the Board of
Directors that the proposed merger is intended to continue the simplification
process of the corporate structure initiated with the corporate restructuring,
which consisted of the merger into TCP of the totality of the shares of its
controlled company Telemig Celular S.A. (“TC”), with TC becoming a wholly-owned
subsidiary of TCP, followed by the merger of the totality of the shares of TCP
into Vivo Part., with TCP becoming a wholly-owned subsidiary of Vivo Part.,
which corporate restructuring was approved by the shareholders of such companies
on July 27th,
2009 (“Corporate
Restructuring”). The Chairman also pointed out that, as it was known by
all the present members, in view that the merger of TCP’s net worth into the
Company and the termination of its existence as a corporate entity demands Agência
Nacional de
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VIVO
PARTICIPAÇÕES S.A.
CNPJ 02.558.074/0001-73 - N
I R E 35.3.001.587.9-2
Publicly-held
company with authorized capital
|
MINUTES
OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS HELD ON OCTOBER
08,
2009.
Telecomunicações
– ANATEL’s prior approval, such merger was not contemplated in the Corporate
Restructuring.
It
was also conveyed that the current merger of TCP and its consequent termination
as a corporate entity was submitted to the prior appraisal and approval of the
Agência
Nacional de Telecomunicações – ANATEL, as effecting the merger of TCP
into the Company was conditioned on obtaining such approval.
After
the presentation, the members of the Board of Directors acknowledged the Merger
Protocol and Instrument of Justification of the Merger of Telemig Celular
Participações S.A. into Vivo Participações S.A. (“Protocol”)
and approved its execution by its wholly-owned subsidiary and by the
Company.
After
receiving the explanations and being presented with the draft of the Protocol,
the members of the Board of Directors have resolved unanimously by the members
present in the meeting:
4.1. To
approve, ad
referendum of the general shareholders’ meeting of the Company that
resolves about this matter, the draft of the Protocol to be executed on the date
hereof between the Company and TCP, which sets forth the merger of TCP into the
Company. The Protocol sets forth the general terms and conditions of the
intended merger, the justifications of the transaction, the valuation criteria
of the shares and the assets to be absorbed by the Company. As explained and
according to the Protocol, there will be no exchange ratio for the exchange of
shares of the non-controlling shareholders of TCP for shares of the Company, in
view of the fact that the Company is the only shareholder of TCP, it being
considered unnecessary by the Board of Officers and the internal and external
legal counseling of the Company, therefore, for the appraisal of the net worth
at market prices according to the terms of article 264 of Law No. 6.404/76, in
compliance with recent understandings of the Brazilian Securities and Exchange
Commission. By reason of the approval of the terms and conditions of the
Protocol herein resolved, as well as of the clarifications regarding the
intended restructuring and the existence of a favorable opinion issued by the
Board of Auditors, the members of the Board of Directors have expressed their
favorable opinion to the performance of the analyzed operation and
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VIVO
PARTICIPAÇÕES S.A.
CNPJ 02.558.074/0001-73 - N
I R E 35.3.001.587.9-2
Publicly-held
company with authorized capital
|
MINUTES
OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS HELD ON OCTOBER
08,
2009.
authorized
the execution of the Protocol by the Board of Officers, as well as to take all
the necessary measures to implement it, including, but not limited to the
calling of a general shareholders’ meeting to approve the merger.
4.2. To
ratify, ad
referendum of the general shareholders’ meeting of the Company that
resolves about this matter, the retention by the Board of Officers of the
specialized company Ernst & Young Auditores Independentes SS., with head
offices at Av. Presidente Juscelino Kubitschek, 1830, Tower I, 5th
and 6th
floors, São Paulo/SP, CEP 04543-900, enrolled with CNPJ/MF under no.
61.366.936/0001-25, to appraise the net worth of TCP to be merged into the
Company.
4.3. To
approve, ad
referendum of the general shareholders’ meeting that resolves about this
matter, the appraisal report of TCP’s net worth, appraised based on its book
value, on the base date of August 31, 2009.
4.4. According
to the provisions of article 17, VII of the Bylaws of the Company, it was
approved the relocation of 1,115 (one thousand, one hundred and fifteen) shares,
being 374 common shares and 741 preferred shares, nominative and without par
value, of Vivo Participações S.A., into the free float, by means of Public
Auction(s) to be executed at Bolsa de Valores, Mercadorias e Futuros de São
Paulo – BM&FBOVESPA, as from October 13th,
2009, in its Electronic System, having as intermediary institution BES
SECURITIES BRASIL S.A., at the reference price equal to the considered average
for the common and preferred shares, respectively, in the two last trading
sessions previous to the auction(s) is held. It was explained that such shares
were held in treasury due to the exercise of withdraw rights, regarding the
Corporate Restructuring process which approval occurred on the extraordinary
shareholders’ meeting of Vivo Participações S.A. and the other companies
involved, on July 27th,
2009. The transfer, object of such approval, shall not imply in the decrease of
the Company’s capital stock, as well as it complies with the demands regarding
special procedures, in accordance with Article 2 of Instrução CVM
168, as of December 23rd,
1991, and the provisions of Instrução CVM
nº 10 as of February 14th,
1980.
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VIVO
PARTICIPAÇÕES S.A.
CNPJ 02.558.074/0001-73 - N
I R E 35.3.001.587.9-2
Publicly-held
company with authorized capital
|
MINUTES
OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS HELD ON OCTOBER
08,
2009.
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.
SIGNATURES: Luis Miguel
Gilpérez López – Chairman of the Board; Shakhaf Wine - Vice-Chairman of the
Board; Luis Miguel da Fonseca Pacheco de Melo (represented by Shakhaf Wine); Rui
Manuel de M. D’Espiney Patrício; Félix Pablo Ivorra Cano; Ignácio Aller Mallo
(represented by Félix Pablo Ivorra Cano); Carlos Manuel Mendes Fidalgo Moreira
da Cruz (represented by Shakhaf Wine); José Guimarães Monforte e Antonio
Gonçalves de Oliveira – Directors of the Board, Fabiana Faé Vicente Rodrigues –
Member of Statutory Audit Comittee and Bruno Angelo Indio e Bartijotto –
Secretary.
The
present certificate
is a
true copy
of the minutes of
the extraordinary meeting of the Board of Directors, held on October
08th,
2009, registered in the proper book.
Bruno
Angelo e Indio Bartijoto
Secretary
of the meeting
Item
3.
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TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ/MF
nº 02.558118/0001-65 NIRE nº 31.300.025.357
|
MINUTES
OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS HELD ON OCTOBER
08,
2009.
1. DATE, TIME AND PLACE: held on October
08th,
2009, at 3:30 p.m., at Av. Roque Petroni Júnior, 1464, 6th
floor, B side, in the City of São Paulo, State of São Paulo.
2. CHAIRMAN AND SECRETARY: Luis Miguel
Gilpérez López – Chairman; Bruno Angelo Indio e Bartijotto –
Secretary.
3. ATTENDANCE: The meeting began with the
calling of attendance of the undersigned members of the Board of Directors,
which represented the necessary quorum as provided in the Bylaws. Also attending
this meeting, in accordance with the provisions set forth on article 163, §3º of
Law no. 6.404/76, was Ms. Fabiana Faé Vicente Rodrigues – representing the Board
of Auditors of the Company, in order to render any necessary
explanation.
4. AGENDA AND
RESOLUTIONS:
Mr.
Luis Miguel Gilpérez López, Chairman of the Board of Directors, clarified that,
as it was known by all the members attending this meeting, the purpose of this
meeting was to resolve in favor of the merger of the Company into its
sole shareholder, Vivo Participações S.A. (“Vivo
Part.”). It was also pointed out to the members of the Board of Directors
that the proposed merger is intended to continue the simplification process of
the corporate structure initiated with the corporate restructuring, which
consisted of the merger into the Company of the totality of the shares of its
controlled company, Telemig Celular S.A. (“TC”), with TC becoming a wholly-owned
subsidiary of the Company, followed by the merger of the totality of the shares
of the Company into Vivo Part., with the Company becoming a wholly-owned
subsidiary of Vivo Part., which corporate restructuring was approved by the
shareholders of such companies on July 27th,
2009 (“Corporate
Restructuring”). The Chairman also pointed out that, as it was known by
all the present members, in view that the merger of the Company’s net worth into
Vivo Part. and the termination of its existence as a corporate entity demands
Agência
Nacional de Telecomunicações – ANATEL’s prior approval, such merger was
not contemplated in the Corporate Restructuring.
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TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ/MF
nº 02.558118/0001-65 NIRE nº 31.300.025.357
|
MINUTES
OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS HELD ON OCTOBER
08,
2009.
It
was also conveyed that the current merger of the Company and its consequent
termination as a corporate entity was submitted to the prior appraisal and
approval of the Agência
Nacional de Telecomunicações – ANATEL, as effecting the merger of the
Company into Vivo Part. was conditioned on obtaining such approval.
After
the presentation, the members of the Board of Directors acknowledged the
Protocol and Instrument of Justification of the Merger of Telemig Celular
Participações S.A. into Vivo Participações S.A. (“Protocol”)
and approved its execution by the Company and its sole shareholder, Vivo
Part.
After
receiving the explanations and being presented with the draft of the Protocol,
the members of the Board of Directors have resolved unanimously by the members
present in the meeting:
4.1. To
approve, ad
referendum of the general shareholders’ meeting of the Company that
resolves about this matter, the draft of the Protocol to be executed on the date
hereof between the Company and Vivo Part., which sets forth the merger of the
Company into Vivo Part. The Protocol sets forth the general terms and conditions
of the intended merger, the justifications of the transaction, the valuation
criteria of the shares and the assets to be absorbed by the merging company. As
explained and according to the Protocol, there will be no exchange ratio for the
exchange of shares of the non-controlling shareholders of the Company for shares
of Vivo Part., in view of the fact that Vivo Part. is the only shareholder of
the Company, it being considered unnecessary by the Board of Officers and the
internal and external legal counseling of the Company, therefore, for the
appraisal of the net worth at market prices according to the terms of article
264 of Law No. 6.404/76, in compliance with recent understandings of the
Brazilian Securities and Exchange Commission. By reason of the approval of the
terms and conditions of the Protocol herein resolved, as well as of the
clarifications regarding the intended restructuring and the existence of a
favorable opinion issued by the Board of Auditors, the members of the Board of
Directors have expressed their favorable opinion to the performance of the
analyzed operation and authorized the execution of the Protocol by the Board of
Officers, as well as to take all the necessary measures to implement it,
| |
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ/MF
nº 02.558118/0001-65 NIRE nº 31.300.025.357
|
MINUTES
OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS HELD ON OCTOBER
08,
2009.
including,
but not limited to the calling of a general shareholders’ meeting to approve the
merger.
4.2. To
ratify, ad
referendum of the general shareholders’ meeting of the Company that
resolves about this matter, the retention by the Board of Officers of the
specialized company Ernst & Young Auditores Independentes SS., with head
offices at Av. Presidente Juscelino Kubitschek, 1830, Tower I, 5th
and 6th
floors, São Paulo/SP, CEP 04543-900, enrolled with CNPJ/MF under no.
61.366.936/0001-25, to appraise the net worth of the Company to be merged into
Vivo Part.
4.3. To
approve, ad
referendum of the general shareholders’ meeting of the Company that
resolves about this matter, the appraisal report of the Company’s net worth,
appraised based on its book value, on the base date of August 31,
2009.
As
no matters were left to be discussed, the meeting was adjourned and
these
minutes were
drawn
up, and
after being read
and approved, were executed by the members
of the Board and
by the Secretary,
being registered in the proper corporate book.
SIGNATURES: Luis Miguel Gilpérez López –
Chairman of the Board; Shakhaf Wine - Vice- Chairman of the Board; Luis Miguel
da Fonseca Pacheco de Melo (represented by Shakhaf Wine); Rui Manuel de M.
D’Espiney Patrício; Félix Pablo Ivorra Cano; Ignácio Aller Mallo (represented by
Félix Pablo Ivorra Cano); Carlos Manuel Mendes Fidalgo Moreira da Cruz
(represented by Shakhaf Wine); José Guimarães Monforte e Antonio Gonçalves de
Oliveira – Directors of the Board, Fabiana Faé Vicente Rodrigues – Member of the
Audit Committee and Bruno Angelo Indio e Bartijotto –
Secretary.
The
present certificate
is a
true copy
of the minutes of
the extraordinary meeting of the Board of Directors, held on October
08th,
2009, registered in the proper book.
Bruno
Angelo Indio e Bartijotto
Secretary
of the meeting
Item
4.
Protocol
and Instrument of Justification
of
the merger 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 and Instrument of
Justification (“Protocol”),
in accordance with articles 224, 225 and 227 of Law No. 6,404, dated as of
December 15, 1976, observing the applicable provisions of Instruction CVM
No. 319 of December 03, 1999.
(a) Vivo
Participações S.A., a
publicly-held corporation, incorporated in
accordance with the laws of Brazil, with its 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 by
Roberto Oliveira de Lima, Brazilian citizen, married, manager, bearer of
Identity Card No. 4.455.053-4 – SSP/SP and enrolled in the Individual Taxpayers’
List (CPF/MF) under No. 860.196.518-00, and Cristiane Barretto Sales, Brazilian,
married, business administrator, bearer of identity card No. 2714796 – SSP/BA,
enrolled with the Individual Taxpayers’ Register
(CPF/MF)
under No. 405.908.015-20, both resident and domiciled in the Capital of the
State of São Paulo, with commercial address at Av. Roque Petroni Junior 1464,
6th floor, part A, Morumbi, – CEP 04707-000, (“Vivo
Part.” or “Merging
Company”);
and,
on the other side,
(b) Telemig
Celular Participações S.A., a wholly-owned
subsidiary of Vivo Part., incorporated in accordance with the laws of
Brazil, with its head office located at Rua Levindo Lopes, 258, City of
Belo Horizonte, State of Minas Gerais, enrolled with CNPJ/MF under No.
02.558.118/0001-65, herein represented by Roberto Oliveira de Lima, Brazilian
citizen, married, manager, bearer of Identity Card No. 4.455.053-4 – SSP/SP and
enrolled in the Individual Taxpayers’ List (CPF/MF) under No. 860.196.518-00,
and Cristiane Barretto Sales, Brazilian, married, business administrator, bearer
of identity card No. 2714796 – SSP/BA, enrolled with the Individual Taxpayers’
Register (CPF/MF) under No. 405.908.015-20, both resident and domiciled in the
Capital of the State of São Paulo, with commercial address at Av. Roque Petroni
Junior 1464, 6th floor, part A, Morumbi, – CEP 04707-000, (“TCP”
or “Merged
Company”, and together with Vivo Part., the “Parties”).
1. Justification
WHEREAS
on July 27, 2009, a corporate restructuring as approved in the general
extraordinary shareholders meetings of each of the Parties and of Telemig Celular
S.A.,
then a publicly-held corporation, incorporated in accordance with the laws of
Brazil, with its head office located at Rua Levindo Lopes, 258, City of
Belo Horizonte, State of Minas Gerais, enrolled with CNPJ/MF under No. 02.320.739/0001-06
(“TC”), that consisted of
the merger of the totality of shares of TCP’s controlled company, TC, into TCP,
that resulted in TC becoming a wholly-owned subsidiary of TCP, and on the same
date thereof, the shares of TCP were merged, in their totality, into Vivo Part.,
giving the holders of the merged
shares of TCP (including those shares resulting from the merger of TC) new
shares of Vivo Part.,
resulting in TCP becoming a wholly-owned subsidiary of Vivo Part. (both
mergers together, the “Corporate
Restructuring”).
WHEREAS the
Corporate Restructuring aimed to simplify the organizational structure of the
companies that had been acquired by Vivo Part. on 2007, which made possible the
participation of the former shareholders of TC and TCP in Vivo
Part.,
which is the only one of the companies with shares currently
traded on the Brazilian stock exchange and on the New York Stock Exchange, and
resulting in a
higher liquidity for those
shareholders and a simplification of the administration of those
companies.
WHEREAS,
as disclosed by notice of material fact on March 20, 2009, considering that the
merger of the net worth of TCP into Vivo Part. and its extinguishment required
the previous approval of ANATEL, such merger was not contemplated in the
Corporate Restructuring approved in July 27, 2009;
WHEREAS
in order to continue the simplification process of the corporate structure of
Vivo Part.’s companies, as previously mentioned, without representing or causing
a change in the shareholding structure at the Vivo Part. level, and to reduce
the maintenance of several holdings companies and different organizational
structures and reduce administrative and operational costs.
The
Parties understand that the simplification of the corporate structure, by the
merger of TCP into Vivo Part., as per the terms of
this Protocol, is
justified, as it will decrease the administrative costs, as well as facilitate
the unification, standardization and the rationalization of the administration
of the involved companies.
|
2.
|
Capital
Stock of the Merging Company and the Merged
Company
|
2.1. Capital
Stock of Vivo Part.: the
capital stock subscribed and paid-in of Vivo Part. on the date hereof amounts to
R$ 8,780,150,322.86 (eight billions, seven hundred and eighty
millions, one hundred and fifty thousand, three hundred and twenty-two reais and
eighty-six cents) represented by 400,713,827 shares,
being 137,269,188 common
shares and 263,444,639 preferred
shares, all book-entry and without par value.
2
2.2. Capital
Stock of TCP: the capital stock subscribed and paid-in of TCP on the
date hereof amounts 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-ne cents) represented by 44,401,757 shares, being
15,367,791 common shares and
29,033,966 preferred shares,
all book-entry and without par value.
|
3.
|
Merger,
Valuation and Net Worth of the Merged
Company:
|
3.1. Reference
Date and Valuation: with the merger of TCP, the net worth of TCP will be
absorbed by Vivo Part. The net worth of TCP to be merged into Vivo Part. was
appraised based on its book value, as of August 31, 2009 (“Reference
Date”), according to the accounting principles accepted in Brazil. The
appraisal report (the “Appraisal
Report”) of the net assets of TCP to be transferred to Vivo Part., in
accordance with art. 227 of Law No. 6,404, of December 15, 1976, was prepared by
an independent company, Ernst & Young Auditores Independentes SS., with head
office located at Av. Presidente Juscelino Kubitschek, nº. 1830, Torre I, 5º e
6º. Andares, São Paulo/SP, CEP 04543-900, enrolled with CNPJ/MF under No.
61.366.936/0001-25, "ad
referendum" of the shareholders Parties of this Protocol.
The net worth
variations in TCP between the Reference Date of the transaction and the
effectiveness of the merger, shall be absorbed by Vivo
Part.
3.3. Capital
Stock and Shares of the Merged Company: the net worth of TCP to be merged
into Vivo Part. appraised in the amount of R$ 2,277,168,423.61 (two billion, two
hundred and seventy seven million, one hundred and sixty eight thousand, four
hundred and twenty three reais and sixty one cents), consists of the controlling
shares of TC, as described and indicated in the Appraisal Report.
3.4. Extinguishment
of the Merged Company: with the merger of TCP and the consequent transfer
of all net worth of TCP to Vivo Part., the corporate existence of TCP will
cease, as stated in article 227 of Law 6,404/76. The managers of Vivo Part.
shall be responsible for the registration and publication of the documents
regarding the transaction.
3.5. Net
worth of the Merging Company: the merger of TCP into Vivo Part., as
described herein above, will not result in an increase in the capital stock of
the Merging Company, as Vivo Part. has already recognized in its net worth the
value of the shares of TCP, and will also not result in an exchange of shares of
TCP with Vivo Part.
|
4.
|
Shares
of the Merging Company, Exchange ratio of Shares held by TCP, Political
and Financial rights.
|
4.1. Absence
of Criteria for Determination of the Exchange Ratio and Valuation:
considering that TCP is a wholly-owned subsidiary of Vivo Part. (and that no
minority shareholders of TCP
3
exist),
the shares issued by TCP will be cancelled and the shares of TC held by TCP
shall become held by Vivo Part.
4.2. Inexistence
of Exchange Ratio: Considering that there are no non-controlling
shareholders of TCP, as it is a wholly-owned subsidiary of Vivo Part., there
will be no replacement of the shares of the non-controlling shareholders of TCP
for shares of the Merging Company. As referred to in item 4.1. herein above,
Vivo Part. will hold, directly, shares of TC, in the same amount and class and
with the same rights of such shares previously held by TCP, as a result of the
extinguishment of TCP.
4.3. Absence
of Appraisal of the net worth at market value for the purpose of Article 264 of
the Corporate Law: considering that this merger will not result in a
capital increase of the Merging Company and shall not change the equity interest
of the other shareholders of such company in view of the inexistence of
non-controlling shareholders, there is no exchange ratio, and, as a consequence,
there are no minority shareholder interests to be protected and there are no
withdrawal rights in relation to TCP, and, therefore, as understood by the
Brazilian Securities and Exchange Commission in previous similar cases, article
264 of the Brazilian corporate law shall not apply (see Proceedings CVM RJ
2007-2920, 2007-3645, 2005-7838, 2005-9849 e 2004-2040).
5. Other
conditions applicable to the merger.
5.1 Corporate
Acts: The Extraordinary Shareholders’ Meetings of TCP and Vivo Part.
shall be held in order to discuss and resolve the transaction described in this
Protocol.
5.2 Inexistence
of the Right of Withdraw: as herein above mentioned, there will be no
dissenting shareholders or withdrawal rights of non-controlling shareholders of
TCP, as referred to in articles 136, (ix) and 137 of the Brazilian corporate
law.
5.3. Succession. the Merging
Company will succeed TCP
in its
rights and obligations, assuming the joint liability of TCP in the terms
of articles 227 and 232, of Law
6,404/76.
5.4. Authorization: notwithstanding
item 3.4 of this Protocol,
once the merger of
TCP is
approved, the officers of the
Merging Company 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.
5.5. Previous
Approval of ANATEL: the current merger of TCP and its extinguishment
was submitted to the previous appreciation and approval of Agência
Nacional de Telecomunicações – ANATEL.
5.6 Future
transactions: once the corporate restructuring described in this Protocol
is concluded, Vivo Part. shall consider, subject to the necessary corporate and
regulatory approvals, the possibility of the implementation of the merger of TC
into Vivo Part. with the purpose of continuing the process of simplifying the
corporate structure of the Vivo Part., without causing
4
the
alteration in its shareholding structure, as TC is a wholly-owned subsidiary of
TCP and, will be, after the implementation of the restructuring herein
described, a wholly-owned subsidiary of Vivo Part. Considering that the merger
of TC requires the prior approval of ANATEL, however, other than the integration
of the operational system and compliance of Vivo Part. with the condition of
operational, this transaction was not contemplated in the corporate
restructuring described herein.
5.7. Jurisdiction:
for all matters arising out of this Protocol, the Parties elect the jurisdiction
of the City of São Paulo, State of São Paulo.
And, in witness
whereof, the
parties execute six (06) counterparts of
this instrument in the presence of the two witnesses below.
|
São
Paulo, October 8, 2009.
Telemig
Celular Participações S.A.
|
||||
| /s/ Roberto Oliveira de Lima | /s/ Cristiane Barretto Sales | |||
| Roberto Oliveira de Lima | Cristiane Barretto Sales | |||
|
Vivo
Participações S.A.
|
||||
| /s/ Roberto Oliveira de Lima | /s/ Cristiane Barretto Sales | |||
| Roberto Oliveira de Lima | Cristiane Barretto Sales | |||
Witnesses:
| 1. | /s/ Claudio Wenzel Lagos |
| Claudio Wenzel Lagos | |
| CPF: 757.777.208-97 |
| 2. | /s/ Celso Martello |
| Celso Martello | |
| CPF: 362.476.260-53 |
5
Item
5.
Ernst
& Young
Edifício
Asamar
Rua
Paraíba, 1000
10°
Andar – Funcionários
30130-141
– Belo Horizonte, MG, Brasil
Tel:
(5531) 3055-7750
Fax:
(5531) 3055-7759
www.ey.com.br
A
free translation from Portuguese into English of Valuation report of Net Assets
at Book Value prepared in accordance with the accounting practices adopted in
Brazil and with specific standards established by the Brazilian Institute of
Independent Auditors (IBRACON), in conjunction with the Brazilian Association of
State Boards of Accountancy (CFC)
VALUATION
REPORT OF NET ASSETS AT BOOK VALUE
The
Board
of Directors and Shareholders
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
|
1.
|
Ernst
& Young Auditores Independentes 5.5., a company located in the city of
São Paulo, at Av. Juscelino Kubitschek, 1830, - Torre I – 5° e 6° andares,
Itaim Bibi, CEP: 04543-900, registered with the National Corporate
Entities’ Registry under CNPJ/MF No. 61.366.936/0001-25, originally
enrolled with the São Paulo State Regional Accounting Council under
CRC-2-SP 015199/O-6-F-MG, with its Articles of Organization filed with the
1st
Registry of Deeds and Documents and Civil Registry of Legal Entities of
São Paulo under No. 122.272 on August 9, 1989, the last amendment of
which, dated June 27, 2008, is registered in microfilm under No. 352666,
on May 5, 2009, represented by the undersigned partners, Mr. LUIZ CARLOS PASSETTI,
Brazilian, married, accountant, bearer of Identity Card RG No.
10.809.747-SSP/SP, enrolled with the São Paulo Regional Accounting Council
under CRC No. 1SP 144.343/O-3 and with the Individual Taxpayers’ Registry
under CPF/MF No. 001.625.898-32, and Mr. DRAYTON TEIXEIRA DE
MELO, Brazilian, married, accountant, bearer of Identity Card RG
No. 2.974.800 SSP/PE, enrolled with the São Paulo Regional Accounting
Council under CRC No. 1SP 236947/O-3 and with the Individual Taxpayers’
Registry under CPF/MF No. 515.710.054-04, both domiciled in the city of
São Paulo-SP, at Av. Juscelino Kubitschek, 1830, - Torre I – 5° e
6°andares, with same office address as the represented party, hereby
designated as valuation expert by TELEMIG CELULAR PARTICIPAÇÕES
S.A. (“Company”) to conduct the valuation of net assets at book
value of as of August 31, 2009, in accordance with accounting practices
adopted in Brazil, presents the following results of the work
performed.
|
Valuation
objective
|
2.
|
The
objective of the valuation of net assets at book value as of August 31,
2009 of TELEMIG CELULAR
PARTICIPAÇÕES S.A. is the merger of the direct Company into its
controlling entity Vivo Participações
S.A.
|
Work
scope
|
3.
|
The
valuation report of net assets at book value is being issued in connection
with the audit of the balance sheet as of August 31, 2009, prepared under
the responsibility of the Company
management.
|
|
4.
|
We
conducted our examination in accordance with generally accepted auditing
standards in Brazil which comprised, among other procedures: (a) the
planning of our work, taking into consideration the materiality of
balances, the volume of transactions and the accounting and internal
control systems of the Company; (b) the examination, on a test basis, of
documentary evidence and accounting records supporting the amounts
disclosed; and (c) an assessment of the accounting practices used and
significant estimates made by the Company
management.
|
Conclusion
|
5.
|
Based
on the work performed, we conclude that the value of assets, rights and
obligations that comprise the net assets at book value of TELEMIG CELULAR PARTICIPAÇÕES
S.A., as per balance sheet as of August 31, 2009, summarized in the
Attachment, amounts to R$2,277,168,423,61 (Two billion, two hundred and
seventy-seven million, one hundred and sixty-eight thousand, four hundred
and twenty-three reais and sixty-one cents), accounted for in the book
records, in accordance with the accounting practices adopted in
Brazil.
|
2
Information
and clarification regarding professional independence and conflicts of
interest
|
6.
|
In
compliance with the requirements of the Brazilian Securities Commission
(CVM), we inform the following:
|
|
|
(a)
|
according
to professional standards established by the National Association of State
Boards of Accountancy (CFC), we are not aware of any conflicts of
interest, whether direct or indirect, or of any other circumstances that
could represent a conflict of interest in connection with the services
provided by us, described above;
and
|
|
|
(b)
|
we
are not aware of any action by the Parent Company or by the Company
management with the objective of biasing, restricting, hampering or
committing any acts that have or could have impaired access, use or
knowledge related to information, assets, documents or work methodologies
that are significant to the quality of the respective
conclusions.
|
Belo
Horizonte, October 8, 2009.
ERNST
& YOUNG
Auditores
Independentes S.S.
CRC-2-SP
015199/O-6-F-MG
|
/s/
Luiz Carlos Passetti
|
/s/
Drayton Teixeira de Melo
|
|
Luiz
Carlos Passetti
|
Drayton
Teixeira de Melo
|
|
Accountant
CRC-1-SP-144.343/O-3-S-MG
|
Accountant
CRC-1-SP-236947/O-3-S-MG
|
3
ATTACHMENT
TO VALUATION REPORT OF NET ASSETS AT BOOK VALUE OF
TELEMIG CELULAR PARTICIPAÇÕES S.A. AS OF 08/31/2009
TELEMIG CELULAR PARTICIPAÇÕES S.A. AS OF 08/31/2009
|
Amounts
as of
August
31, 2009,
in
Reais
|
||||
|
ASSETS
|
||||
|
Current
assets:
|
||||
|
Cash
and cash equivalents
|
331.078.621,24 | |||
|
Deferred
and recoverable taxes
|
91.716.778,52 | |||
|
Prepaid
expenses
|
638.429,34 | |||
|
Other
|
4.971,97 | |||
| 423.438.801,07 | ||||
|
Noncurrent
assets
|
||||
|
Long-term
receivables
|
||||
|
Deferred
and recoverable taxes
|
540.360.780,80 | |||
|
Prepaid
expenses
|
264.857,83 | |||
|
Other
|
533.676,74 | |||
|
Investments
|
1.135.281.780,83 | |||
|
Property
and equipment, net
|
32.798,09 | |||
|
Intangible
assets, net
|
269.804.302,39 | |||
| 1.946.278.196,68 | ||||
|
Total
assets
|
2.369.716.997,75 | |||
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||
|
Current
liabilities:
|
||||
|
Payroll
and benefits
|
37.099,41 | |||
|
Trade
accounts payable
|
453.149,20 | |||
|
Tax
payable
|
21.329,49 | |||
|
Interest
on shareholders’ equity and dividends
|
8.111.920,44 | |||
|
Reverse
split
|
83.914.330,00 | |||
| 92.537.828,54 | ||||
|
Noncurrent
liabilities
|
||||
|
Long-term
liabilities
|
||||
|
Other
|
10.745,60 | |||
| 10.745,60 | ||||
|
Net
assets, composed by:
|
||||
|
Capital
stock
|
1.084.719.438,71 | |||
|
Capital
reserves
|
537.708.640,37 | |||
|
Income
reserves
|
585.552.557,74 | |||
|
Net
profit for the period
|
69.187.786,79 | |||
|
Total
net assets
|
2.277.168.423,61 | |||
|
Total
Liabilities and Shareholder’s equity
|
2.369.716.997,75 | |||
4