SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(RULE
14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES
EXCHANGE
ACT
OF 1934
(Amendment
No. 3)
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
(Name of
Subject Company)
TCO
IP S.A.
a
subsidiary of
VIVO
PARTICIPAÇÕES S.A.
(Names of
Filing Persons–Offeror)
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Preferred
Shares, no par value, and American Depositary
Shares,
each representing two Preferred Shares
(Title
of classes of securities)
|
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87944E105
(CUSIP
number of preferred stock)
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|
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Carlos
Raimar Schoeninger
Financial
Planning and Investor Relations Director
Av.
Dr. Chucri Zaidan, 860
1
andar-lado A-Morumbi
04583-110
Sao Paulo
Tel:
+5511 7420-1170
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
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| |
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Copies
to:
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Diane
G. Kerr, Esq.
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
Telephone:
(212) 450-4000
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CALCULATION
OF FILING FEE
|
|
| |
|
|
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Transaction
valuation* $271,024,884.9
|
|
Amount
of filing fee** $10,651.28
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*Estimated
for purposes of calculating the filing fee pursuant to Rule 0-11(d)
only. The Transaction Valuation was calculated assuming the purchase
of 7,257,020 preferred shares, no par value (including preferred shares
represented by American Depositary Shares), other than shares owned directly or
indirectly by the Filing Persons, at a purchase price of R$63.90 in cash per
preferred share. As of April 4, 2008 there were 22,741,002 preferred
shares outstanding (including preferred shares represented by American
Depositary Shares), of which 969,932 preferred shares are owned directly or
indirectly by the Filing Persons. As a result, this calculation
assumes the purchase of 7,257,020 outstanding preferred shares. The
Transaction Value was calculated in Brazilian reais (R$) and converted into U.S.
dollars at the noon buying rate as published by the Federal Reserve Bank of New
York on April 4, 2008 of US$1 = R$1.7110.
| x |
Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
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Amount
Previously Paid:
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Filing
Party:
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TCO
IP S.A., VIVO PARTICIPAÇÕES S.A.
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| |
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Form
or Registration No.:
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Date
Filed:
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**
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The
filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, and Fee Rate Advisory No. 5 for fiscal
year 2007, is US$39.30 per US$1 million (prorated for amounts less than
US$1 million) of the aggregate Transaction Value. Accordingly,
the filing fee is calculated by multiplying the aggregate Transaction
Valuation by 0.00003930.
|
o Check the box if
the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
x third-party tender
offer subject to Rule 14d-1.
o issuer tender
offer subject to Rule 13e-4.
o going-private
transaction subject to Rule 13e-3.
o amendment to
Schedule 13D under Rule 13d-2.
Check the
following box if the filing is a final amendment reporting the results of the
tender offer. o
Items
1 through 9 and Item 11.
This
Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO (the “Schedule TO”) filed with the Securities and Exchange
Commission (“SEC”) on April 8, 2008, as amended by Amendment No. 1 to the
Schedule TO filed with the SEC on April 10, 2008, and Amendment No. 2 to the
Schedule TO filed with the SEC on April 25, 2008 by Vivo Participações S.A., a
corporation organized under the laws of Brazil (“Vivo”) and TCO IP S.A. (“TCO
IP”), a company controlled by Vivo Participações S.A. and Vivo S.A., both
corporations organized under the laws of Brazil and, with Vivo S.A. being
wholly-owned by Vivo Participações. The Schedule TO relates to the
offer by TCO IP to purchase up to 7,257,020 preferred shares, including
preferred shares represented by American Depositary Shares (the “ADSs”), of
Telemig Celular Participações S.A., a corporation organized under the laws of
Brazil (the “Company”), at a price of R$63.90 per preferred share (for
reference, equivalent to approximately U.S.$74.68 per ADS based on (i) one ADS
representing two preferred shares and (ii) the average of the buy and sell U.S.
dollar-Brazilian real
exchange rates indicated under transaction “PTAX 800, option 5” published by the
Central Bank of Brazil through the SISBACEN system at 7:00 p.m., Brasilia time,
on April 4, 2008, which was U.S.$1.00 = R$1.711), in cash, net of stock exchange
and settlement fees, any applicable brokerage fees or commissions and applicable
withholding taxes, upon the terms and subject to the conditions set forth in the
offer to purchase dated April 8, 2008 (the “Offer to Purchase”) and in the
related letter of transmittal (the “Letter of Transmittal”), copies of which are
annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively (which, together with any amendments or supplements thereto,
collectively constitute the “Offer”) and in the related Brazilian offer
documents, which are annexed to and filed with the Schedule TO as Exhibit
(a)(1)(C).
Items 1
through 11 of the Schedule TO, to the extent such Items incorporate by reference
the information contained in the Offer to Purchase, are hereby amended and
supplemented as described below. All page references in this Amendment No. 2
refer to the Offer to Purchase.
TELEMIG
CELULAR PARTICIPAÇÕES S.A.
PUBLICLY HELD
COMPANY
Taxpayer’s number
02.558.118/0001-65 - Registration number 31.3.0002535-7
NOTICE
TO THE MARKET
Telemig
Participações S.A. (“Telemig Part”), informs that with respect to the
Voluntary Tender Offer made by TCO IP S.A. (Offeror) to purchase up to 1/3 of
the preferred shares of Telemig Part outstanding in the market (“VTO”), the
New York Stock Exchange
(“NYSE”) has published today a press release with the following
text:
“New York Stock Exchange To Halt
Trading of The American Depositary Shares of Telemig Celular Participacoes
S.A.
NEW YORK, May 9, 2008 - The New York
Stock Exchange announced today that trading in the American Depositary Shares of
Telemig Celular Participacoes, S.A. - ticker symbol: TMB - will be halted prior
to the opening of the market on May 9, 2008 in light of the offer by Vivo
Participações S.A. [NYSE:VIV] for the acquisition of preferred shares of Telemig
Participações S.A., extended to the holders of American Depositary Shares of
said company, which is set to expire today at 12:00 p.m. (New York time).
The halt will be in effect until the results of the offer to purchase by Vivo
Participações S.A. are disclosed.”
Vivo Participações
S.A ("Vivo Participações ") clarifies that, although the NYSE press
release states that the Offer was made by Vivo Participações, actually, as per
the Notice, the Offer was made by TCO IP S.A, a company controlled by Vivo Part.
and, therefore, the results will be disclosed by TCO IP S.A..
The management of
the Offeror and of its controlling shareholder Vivo Participações S.A informed
that the results of the VTO shall be announced on May 15, 2008 after the market
closes and after the financial settlement of the Auctions scheduled to occur on
May 12, 2008. .
Belo Horizonte, May
9, 2008.
Roberto Oliveira de
Lima
Investors Relations
Director