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VIVO
PARTICIPAÇÕES S.A.
PUBLICLY HELD
COMPANY
CNPJ/MF No. 02.558.074/0001-73 -
NIRE 353001587.9-2
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TELEMIG CELULAR PARTICIPAÇÕES
S.A.
PUBLICLY HELD
COMPANY
CNPJ/MF No.
02.558.118/0001-65
NIRE
31.3.0002535-7
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TELEMIG CELULAR S.A.
PUBLICLY HELD
COMPANY
CNPJ/MF No.
02.320.739/0001-06
NIRE
31.3.0001299-9
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Notice
to Shareholders
The management of Vivo Participações S.A.
(“Vivo
Part”), Telemig Celular
Participações S.A., (“TCP”) and Telemig Celular S.A.
(“TC”) (jointly referred to as the “Companies”), announce that, on July 27,
2009, at the general shareholders’ meeting of
each of the Companies, the merger of shares of TC
into TCP and the merger of shares of TCP into Vivo Part. and the resulting
conversion of TC into a wholly-owned subsidiary of
TCP and of TCP into a wholly-owned subsidiary of
Vivo Part. (the
“Corporate
Restructuring”) was approved, as described in the Notices of
Material Fact dated
on March 20, 2009 and of
May 29, 2009.
1. Withdrawal
Rights.
The holders of common and preferred
shares of TC that dissent
to the merger of shares of
TC into TCP, the holders of common and preferred shares of TCP that
dissent to the merger of shares of TCP into Vivo Part.
and the holders of common
shares of Vivo Part. that dissent to the merger of shares of TCP into Vivo
Part., are entitled to withdraw their shares from the respective Companies and be
reimbursed for the value of the shares for which they are record holders
of records on March 23, 2009,
the date of publication of the first Notice
of Material Fact related to the transaction. The respective reimbursement
amounts to be paid to the holders of common and preferred shares of TC
and TCP and holders of common shares of Vivo Part. are calculated based on the
book value (net worth) stated in the balance sheet of each of the Companies
dated March 31, 2009, as follows: (i) the net worth amount per share of TC is R$
481.608590530; (ii) the net worth amount per share of TCP is R$ 47.291641089;
and (iii) the net worth amount per share of Vivo Part. is
R$ 22.483097320.
In
accordance with the provisions set forth in article 264, third paragraph, of Law
No. 6,404/76, the non-controlling shareholders that hold common and preferred
shares of TCP may choose to receive, as reimbursement, an amount equal to the
book value of TCP or the book value of TCP evaluated at market prices (net worth
at market prices).
2. Withdrawal
rights period.
Pursuant to the publication on July 29, 2009 of the minutes of the general
shareholders´ meetings of
the Companies that approved
the Corporate Restructuring, the right of withdrawal may be exercised by the
shareholders referred
to in item 1 above from
July 29, 2009 until August 28, 2009.
The payment to the shareholders who
exercise their withdrawal rights will be made on September
08,
2009.
3. Qualification
terms and conditions.
The
holders
of shares deposited
at the BM&FBOVESPA shall
exercise their withdrawal right if
they wish to
do so through
their custody agent.
The
holders of shares of Vivo
Part, TCP and TC that are in custody with BANCO REAL, the financial
institution responsible
for the custody of the book entry shares of the Companies, shall exercise
their withdrawal rights by completing a form of “Exercise of the Withdrawal
Right” (“Exercício
do Direito de Recesso”), available in any branch of the financial
institution,
during
the bank’s
business hours and
shall deliver authentic copies of the following documents:
INDIVIDUALS:
CPF, RG (Identity Card) and
updated proof of
address (02
months old
at
most).
LEGAL
ENTITIES: CNPJ, Bylaws/Articles
of Association and respective
amendments, as well as the documents of its partners/legal representatives
(appointment act, CPF, RG (Identity Card) and proof
of address).
The
shareholders who wish to be represented
by attorneys in fact shall deliver the
documents mentioned above together
with the
respective public power of attorney, which shall grant special powers to the
attorney in fact authorizing
him to
express, on behalf of the grantor, the wish
to exercise
the withdrawal right
and
request the share reimbursement.
4.
Trading
of shares
After
the end
of the withdrawal
rights
period, if
the Companies decide
to complete the
Corporate Restructuring as
provided in third
paragraph of article 137 of Law 6,404/76, (such
decision to be disclosed to the market),
the trading of the Companies’
shares will
be as follows:
(a)
the sale of shares of TC and TCP via the banking agreement (convênio
bancário)
will be suspended between September
02, 2009 (inclusive)
and September
21, 2009 (inclusive);
(b)
the assistance to
the
shareholders of TC and TCP for the transfer of shares, sale of shares and
blocking, will be done until September
04, 2009.
From
September 08, 2009, the
shares of these
Companies
will only be traded with the trading code of Vivo Part.:
VIVO3 for
the common shares and VIVO4 for
the preferred shares;
(c)
the blocking issued to the shareholders of TC and of TCP shall be valid until
September
09, 2009.
(d)
as provided
in item
2.2 of the Notice of Material Fact announced on May 29, 2009, for each
common or preferred share of
TC, 17.40 shares
of TCP shall
be issued of
the respective kind, and for each common or preferred shares of TCP,
1.37 shares
of Vivo Part shall
be issued of
the respective kind.
(e)
From September
22, 2009,
the sale of shares through
the banking
agreement, as
well as the
transfer of shares in the
over-the-counter market, will
restart and
reflect the
shares of Vivo Part. that
were issued
as a result of the merger of shares of TCP (including the ones resulting from
the
merger of shares of TC
into TCP) into
Vivo Part., as approved in the general
shareholders’ meetings
on July
27, 2009.
The
fractions resulting from the calculation of the exchange ratio will be
separated, grouped into whole
numbers and sold in one
or more subsequent auctions
to be held at the
BM&FBOVESPA
after September 24,
2009,
until the sale of the totality of such fractions.
The
amount resulting
from the sale of fractional shares shall
be kept available to the owners of such fractions at the Depositary
Institution of book
entry shares of Vivo Part.,
Banco Real, and the
payment shall be made to the respective owners at any of its
agencies by
means of a formal request.
The amount corresponding to the fractions owned by shareholders who have shares
deposited at the BM&FBOVESPA
shall be credited
directly to the BM&FBOVESPA,
which
will be responsible for transferring it to the shareholders through the custody
agents.
São
Paulo, July
28,
2009.
Ernesto
Gardelliano
Investors
Relations Officer