SECURITIES AND EXCHANGE COMMISSION
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
VIVO PARTICIPAÇÕES S/A |
MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS HELD ON DECEMBER 20, 2007
1. 1. DATE, TIME AND PLACE: December 20, 2007, at 10:00 am, at Av. Roque Petroni Júnior, 1464, 6th floor, B side, São Paulo – SP.
2. CHAIRMAN AND SECRETARY: Luis Miguel Gilpérez López – Chairman; Breno Rodrigo Pacheco de Oliveira – Secretary.
3. ATTENDANCE: The meeting was initiated with the attendance of the Directors that sign these minutes, in compliance with the quorum set forth in the Bylaws. Pursuant to the alternative provided by the second paragraph of article 15 of the Bylaws, Mr. Luis Miguel Gilpérez López attended to the meeting by audio conferencing.
4. AGENDA AND RESOLUTIONS:
Mr. Luis Miguel Gilperez Lopez, the President of the Board of Directors, clarified that, as it was known by the present members, the “Agência Nacional de Telecomunicações – ANATEL’ approved the acquisition of the shares of Telemig Celular Participações S.A by means of the act nº 68.401, of November 06, 2007, however, the acquisition of shares of Tele Norte Celular Participações S.A. has not been decided by the referred entity until the present moment. He also remembered that, pursuant to the provisions of the agreement executed with Telpart Participações S.A (“Telpart”) on August 2, 2007 (“Agreement”), the closing of the transaction with Telpart will only occur with the joint acquisition by Vivo Participações S.A of the shares of Telemig Celular Participações S.A and of Tele Norte Celular Participações S.A.
Therefore, in order to facilitate the closing of the referred transaction within the shortest term possible, the Board of Officers of the Company was contacted by of interest third parties in the acquisition of the shares of Tele Norte Celular Participações S.A., which Telpart undertook to sell and transfer to Vivo Participações S.A. under the terms of the Agreement.
After the presentation of the proposal by the Board of Officers and the discussion of the Administration, the Board of Directors, decided to approve the execution by the Company, of the Stock Purchase Agreement with Telemar Norte Leste S.A., under the terms of the draft presented to the Board.
5. ADJOURNMENT OF THE MEETING: As no matters were left to be discussed, the meeting was adjourned and these minutes, after being drawn up, read and approved, were executed by the Directors in attendance and by the Secretary, and, then, registered in the proper corporate book.
I hereby certify that this document is a true and correct copy of the minutes drawn up in the proper corporate book.
Breno Rodrigo Pacheco de Oliveira
Secretary of the Meeting OAB/RS No. 45.479
SIGNATURE
VIVO PARTICIPAÇÕES S.A. |
||
By: |
/S/ Ernesto Gardelliano
|
|
Ernesto Gardelliano
Investor Relations Officer |
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.