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:
July 10, 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 PROPOSED 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
|
Exhibit
Number
|
Description
|
|
1.
|
Market
Announcement of Vivo Participações dated July 8, 2009
|
|
2.
|
Market
Announcement of Telemig Celular Participações S.A. dated July 8,
2009
|
|
3.
|
Market
Announcement of Telemig Celular S.A. dated July 8,
2009
|
Exhibit
1.
 |
VIVO
PARTICIPAÇÕES S.A.
CNPJ/MF
02.558.074/0001-73 - NIRE 35.3.001.587.9-2
Publicly-held
company with authorized capital
|
NOTICE TO
SHAREHOLDERS
We hereby inform
the shareholders that the General Shareholders’ Meeting of the Company scheduled
for July 14, 2009, at 2:00 PM for the purpose of resolving the terms and
conditions of the merger of shares of Telemig Celular Participações S.A. into
the Company (“Corporate
Restructuring”), as described in the Notices of Material Fact published
on March 23, 2009 and on May 29, 2009, has been rescheduled for July 27, 2009,
at 2:00 PM, in light of the procedures for the registration of the
Corporate Restructuring with the Securities and Exchange Commission – SEC, as
set forth by the rules of such North-American commission. These procedures are
required because of the negotiation at the New York Stock Exchange of ADRs
issued by the Company and by Telemig Celular Participações S.A.
We also announce
that the call notice for the above-mentioned shareholders’ meeting was released
today with all the specific information regarding its new date and with the same
agenda of the call that was previously published.
São Paulo, July 08,
2009.
Ernesto
Gardelliano
Investor Relations
Officer
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. on July 27, 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 the issues raised in the
Notices of Material Fact that were published on March 23, 2009 and on May 29,
2009 (“Notices
of Material Fact”) according to the following agenda:
(a) analyze
and resolve 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 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 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) determine
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 at the websites of Investors
Relations and
BM&FBOVESPA.
Notice
pursuant to the rules of the U.S. Securities and Exchange Commission,
or SEC: This
Call
Notice
is only information
distributed by the
Company to
its
shareholders
in connection with actions to be taken by such
shareholders
at an Extraordinary General Meeting 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. informs its
investors
of American
Depositary Shares and to
the U.S. holders
of common and preferred shares of the Company that
it
has filed a preliminary registration
statement,
and will file a final 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 encouraged to
read the applicable U.S. prospectus/information statement (preliminary
already
filed and final when
available) and the documents incorporated by
reference therein, as
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 has been filed in preliminary form and will be filed in final form with
the SEC
as part of
the Registration Statement on 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 (preliminary
already filed and final when available)
and other documents filed by the
Company and
by Telemig Celular Participações S.A. with the SEC
at the SEC website,
www.sec.gov. A copy of the applicable U.S. prospectus/information
statement (preliminary
already filed and final when available)
can also be obtained free
of charge from
the
Company.
São Paulo, July 8,
2009.
__________________________________
Luis
Miguel Gilpérez López
President of the
Board of Directors
Exhibit
2.
|
|
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ/MF
No. 02.558.118/0001-65
- NIRE 31.300.025.357
Publicly-held
company with authorized capital
|
NOTICE TO
SHAREHOLDERS
We hereby inform
the shareholders that the General Shareholders’ Meeting of the Company scheduled
for July 14, 2009, at 12:00 PM for the purpose of resolving the terms and
conditions of the merger of shares of Telemig Celular S.A. into the Company and
the subsequent merger of shares of the Company into Vivo Participações S.A.
(“Corporate
Restructuring”), as described in the Notices of Material Fact published
on March 23, 2009 and on May 29, 2009, has been rescheduled for July 27, 2009,
at 12:00 PM, in light of the procedures for the registration of the
Corporate Restructuring with the Securities and Exchange Commission – SEC, as
set forth by the rules of such North-American commission. These procedures are
required because of the negotiation at the New York Stock Exchange of ADRs
issued by the Vivo Participações S.A. and by the Company.
We also announce
that the call notice for the above-mentioned shareholders’ meeting was released
today with all the specific information regarding its new date and with the same
agenda of the call that was previously published.
Belo Horizonte,
July 08, 2009.
Ernesto
Gardelliano
Investor Relations
Officer
|
|
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
CNPJ/MF
nº 02.558.118/0001-65- NIRE 31.300.025.357
Companhia
aberta de capital autorizado
|
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. on July 27, 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 the issues raised in the
Notices of Material Fact that were published on March 23, 2009 and on May 29,
2009 (“Notices
of Material Fact”) according to the following agenda:
(a) analyze
and resolve the terms and conditions 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 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 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 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) determine
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 at the websites of Investors
Relations and
BM&FBOVESPA.
Notice
pursuant to the rules of the U.S. Securities and Exchange Commission, or SEC:
This
Call
Notice
is only 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 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 Participações S.A. informs its
investors
of American
Depositary Shares and to the U.S. holders
of common and preferred shares
of the Company that
it
has filed a preliminary registration statement, and will file a final
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 encouraged to
read the applicable U.S. prospectus/information statement
(preliminary version
already filed and final when
available) and the documents incorporated by
reference therein, as
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 has been filed in preliminary form and will be filed in final
form with
the SEC
as part of
the Registration Statement
on
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 (preliminary
already filed and final when available)
and other documents filed by the
Company with
the
SEC
at the
SEC website,
www.sec.gov. A copy of the applicable U.S. prospectus/information
statement (preliminary
already filed and final when available)
can also be obtained free
of charge from
the
Company.
Belo Horizonte,
July 8, 2009.
__________________________________
Luis
Miguel Gilpérez López
President
of the Board of Directors
Exhibit
3.
|
|
TELEMIG
CELULAR S.A.
CNPJ/MF
nº 02.320.739/0001-06 - NIRE 31.300.012.999
Publicly-held
Company with authorized capital stock
|
NOTICE TO
SHAREHOLDERS
We hereby inform
the shareholders that the General Shareholders’ Meeting of the Company scheduled
for July 14, 2009, at 10:00 AM for the purpose of resolving the terms and
conditions of the merger of shares of the Company into Telemig Celular
Participações S.A. (“Corporate
Restructuring”), as described in the Notices of Material Fact published
on March 23, 2009 and on May 29, 2009, has been rescheduled for July 27, 2009,
at 10:00 AM, in light of the procedures for the registration of the
Corporate Restructuring with the Securities and Exchange Commission – SEC, as
set forth by the rules of such North-American commission. These procedures are
required because of the negotiation at the New York Stock Exchange of ADRs
issued by Vivo Participações S.A. and by Telemig Celular Participações
S.A.
We also announce
that the call notice for the above-mentioned shareholders’ meeting was released
today with all the specific information regarding its new date and with the same
agenda of the call that was previously published.
Belo Horizonte, 08
de julho de 2009.
Ernesto
Gardelliano
Investor Relations
Officer
|
|
TELEMIG
CELULAR S.A.
CNPJ/MF
nº 02.320.739/0001-06 - NIRE 31.300.012.999
Publicly-held
Company with authorized capital stock
|
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. on July 27, 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 the issues raised in the
Notices of Material Fact that were published on March 23, 2009 and on May 29,
2009 (“Notices
of Material Fact”) according to the following agenda:
(a) analyze
and resolve 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 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 the valuation reports mentioned on item (b) above; and
(e) determine
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
BM&F
BOVESPA.
Notice
pursuant to the rules of the U.S. Securities and Exchange Commission,
or SEC: This
Call
Notice
is only information
distributed by Telemig Celular S.A. to
its
shareholders
in connection with actions to be taken by such
shareholders
at an
Extraordinary General Meeting 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 the
U.S. holders
of common and preferred shares of the Company that
a preliminary
registration
statement has
been filed and that a final 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 encouraged to
read the applicable U.S. prospectus/information statement (preliminary
version
already filed and
final when
available) and the documents incorporated by
reference therein, as
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 has been filed in preliminary form and will be filed in final form with
the SEC
as part of
the Registration Statement on 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 (preliminary
already filed and final when available)
and other documents filed by the
Company with the SEC
at the SEC
website,
www.sec.gov. A copy of the applicable U.S. prospectus/information
statement (preliminary
already available and final when available)
can also be obtained free
of charge from
Vivo Participações S.A. and
from Telemig Celular Participações S.A.
Belo Horizonte,
July 8, 2009.
__________________________________
Luis
Miguel Gilpérez López
President of the
Board of Directors