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: 132-02693
Date:
September 3, 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
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Item
Number
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Description
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1.
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Minutes
of the Extraordinary Meeting of the Board of Directors of Telemig Celular
Participações S.A. held on September 4, 2009.
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2.
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Minutes
of the Extraordinary Meeting of the Board of Directors of Telemig Celular
S.A. held on September 4,
2009.
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Item
1
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TELEMIG CELULAR PARTICIPAÇÕES S.A.
CNPJ/MF nº
02.558.118/0001-65 - NIRE 31.300.025.357
Publicly-held
company with authorized capital
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MINUTES OF THE EXTRAORDINARY MEETING OF
THE BOARD OF DIRECTORS HELD ON SEPTEMBER 04,
2009.
1. DATE, TIME AND PLACE:
September 04, 2009, at 10:00 a.m., at Av. Roque Petroni Junior, 1464, 6th
floor, part B, in the City of São Paulo, State of São Paulo.
2. CHAIRMAN AND
SECRETARY: Luis
Miguel Gilpérez López – Chairman
and Breno Rodrigo Pacheco de Oliveira – Secretary.
3.
ATTENDANCE: The call notice was
dismissed as all members of the Board of Directors attended the meeting, and the
meeting was initiated.
4. AGENDA AND RESOLUTION: to
approve “ad referendum” of the General Shareholders’ Meeting of the Company, the
request to the Brazilian Securities and Exchange Commission - Comissão de Valores Mobiliários -
CVM of the cancellation of its registration as a publicly-held company
pursuant to the corporate restructuring involving the merger of shares of
Telemig Celular S.A. into the Company with the subsequent merger of shares of
the Company into Vivo Participações S.A. (“Vivo Part.”), which became its sole
shareholder. The Chairman reminded the Directors that the cancellation of the
registration of the Company was part of the Corporate Restructuring approved by
the Board in the meeting held on August 29, 2009, “ad referendum” of the General
Shareholders’ Meeting held on July 27, 2009. Such Corporate Restructuring had
the purpose of simplifying the structure of the companies involved and
consolidating the shareholders in one publicly-held Company, Vivo Part., with
higher liquidity.
As no matters were left to be discussed, the meeting
was adjourned and
these minutes were drawn up, and after their review and
approval, were executed by
the members of the Board
and by the
Secretary, who was
registered in the proper corporate book.
Signatures: Luis Miguel Gilpérez López - President
of the Board of Directors
and Chairman; Shakhaf Wine - Vice-President
of the Board of
Directors; Luis Miguel da
Fonseca Pacheco de Melo - Director (represented by Shakhaf Wine); Rui Manuel de M. D´Espiney Patrício –
Director; Félix Pablo
Ivorra Cano – Director; Ignácio Aller Mallo – Director; Carlos Manuel M. Fidalgo M. da Cruz -
Director (represented by Shakhaf Wine); José Guimarães Monforte
– Director; Antonio Gonçalves de Oliveira –
Director; Marcelo Santos Barbosa – Director and Breno Rodrigo Pacheco de Oliveira –
Secretary.
This
is a true certified copy of the original minutes of the Extraordinary Meeting of
the Board of Directors, held on September 04, 2009, drawn up in the appropriate
book.
Breno Rodrigo Pacheco de
Oliveira
Secretary – OAB/RS n° 45.479
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Page 1 of
1
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Item
2
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TELEMIG CELULAR PARTICIPAÇÕES S.A.
CNPJ/MF nº
02.558.118/0001-65 - NIRE 31.300.025.357
Publicly-held
company with authorized capital
|
MINUTES OF THE EXTRAORDINARY MEETING OF
THE BOARD OF DIRECTORS HELD ON SEPTEMBER 04, 2009.
1. DATE, TIME AND PLACE:
September 04, 2009, at 09:00 AM, at Av. Roque Petroni Junior, 1464, 6th
floor, part B, at the City of São Paulo, State of São Paulo.
2. CHAIRMAN AND SECRETARY:
Luis Miguel Gilpérez López – Chairman of the meeting and Breno Rodrigo
Pacheco de Oliveira – Secretary of the meeting.
3. ATTENDANCE: The call notice
was dismissed as all members of the Board of Directors attended the meeting, and
the meeting was held.
4. AGENDA AND RESOLUTION: to
approve “ad referendum” of the General Shareholders’ Meeting of the Company, the
cancellation of its registration with the Brazilian Securities and Exchange
Commission - Comissão de
Valores Mobiliários - CVM as a publicly-held company as a result of the
corporate restructuring involving the merger of shares of the Company into
Telemig Celular Participações S.A. (“TCP”), which became its sole shareholder,
and which was followed by the subsequent merger of shares of TCP into Vivo
Participações S.A. (“Vivo Part.”). The Chairman reminded the Directors that the
cancellation of the registration of the Company was part of the Corporate
Restructuring approved by the Board in the meeting held on August 29, 2009, “ad
referendum” of the General Shareholders’ Meeting held on July 27, 2009. Such
Corporate Restructuring had the purpose of simplifying the structure of the
companies involved and consolidating the shareholders in one publicly-held
Company, Vivo Part., which has greater liquidity.
As no matters were left to be discussed,
the meeting was adjourned
and these
minutes were drawn up, and after their review and
approval, were executed by
the members of the Board
and by the
Secretary, who was
registered in the proper corporate book.
Signatures:
Luis Miguel Gilpérez López
- President of the Board of Directors and Chairman;
Shakhaf Wine - Vice-President of the Board of Directors; Félix Pablo Ivorra Cano – Director; Rui Manuel de M. D´Espiney Patrício –
Director; Antônio Cardoso dos Santos –
Director and Breno Rodrigo Pacheco de Oliveira –
Secretary.
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Page 1 of
2
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TELEMIG CELULAR PARTICIPAÇÕES S.A.
CNPJ/MF nº
02.558.118/0001-65 - NIRE 31.300.025.357
Publicly-held
company with authorized capital
|
MINUTES OF THE EXTRAORDINARY MEETING OF
THE BOARD OF DIRECTORS HELD ON SEPTEMBER 04, 2009.
This
is a true certified copy of the original minutes of the Extraordinary Meeting of
the Board of Directors of Telemig Celular S.A., held on September 04, 2009,
drawn up in the appropriate book.
Breno Rodrigo Pacheco de
Oliveira
Secretary – OAB/RS n°
45.479
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Page 2
of 2
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