VIVO
PARTICIPAÇÕES S.A.
PUBLICLY HELD
COMPANY
CNPJ/MF No. 02.558.074/0001-73 -
NIRE 353001587.9-2
|
TELEMIG CELULAR PARTICIPAÇÕES
S.A.
PUBLICLY HELD
COMPANY
CNPJ/MF No.
02.558.118/0001-65
NIRE
31.3.0002535-7
|
TELEMIG CELULAR
S.A.
PUBLICLY HELD
COMPANY
CNPJ/MF No.
02.320.739/0001-06
NIRE
31.3.0001299-9
|
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 shar
es 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 right
s
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
hour
s
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 rep
resented
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 withdraw
al
right
and
request the
share
reimbursement.
4.
Trading
of shares
After
the
end
of the
withdrawal
rights
period, i
f
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
.
F
rom
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
Septem
b
er
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’ meeting
s
on
July
27, 2009
.
The
fractions resulting from the calculation of the exchange ratio will be
separated, grouped in
to
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