Brasilcel Announces Its Intention to Launch Voluntary Tender Offers for Telesudeste, Tele Leste, CRT and TCO.MADRID Madrid (mədrĭd`, Span. mäthhrēth`), city (1990 pop. 3,120,732), capital of Spain and of Madrid prov., central Spain, and the focus of its own autonomous region, on the Manzanares River. -- Brasilcel, the 50-50 joint-venture of Telefonica Moviles (NYSE NYSE See: New York Stock Exchange :TEM TEM 1. transmission electron microscope. 2. triethylenemelamine. 3. transmissible encephalopathy of mink. ) and Portugal Telecom Portugal Telecom (Euronext: PTC, NYSE: PT) is the biggest telecommunications operator in Portugal. It operates mainly in Portugal and Brazil. It also has a significant presence in Morocco, Guinea-Bissau, Cape Verde, Mozambique, Timor-Leste, Angola, Kenya, the People's Republic for mobile operations in Brazil Brazil (brəzĭl`), Port. Brasil, officially Federative Republic of Brazil, republic (2005 est. pop. 186,113,000), 3,286,470 sq mi (8,511,965 sq km), E South America. , operating under the brand Vivo, announces its intention of launching voluntary cash tender offers for a portion of the outstanding shares of some of its subsidiaries, directly, and indirectly through its subsidiary Telesp Celular Participacoes (TCP (1) (Transmission Control Protocol) The reliable transport protocol within the TCP/IP protocol suite. TCP ensures that all data arrive accurately and 100% intact at the other end. ). With these transactions, Telefonica Moviles and Portugal Telecom affirm and seek to reinforce their commitment to the Brazilian cellular market and to Vivo, and Brasilcel seeks to increase its ownership interest in its subsidiaries. In addition, these offers will provide an opportunity to remunerate re·mu·ner·ate tr.v. re·mu·ner·at·ed, re·mu·ner·at·ing, re·mu·ner·ates 1. To pay (a person) a suitable equivalent in return for goods provided, services rendered, or losses incurred; recompense. 2. those minority shareholders tendering their shares at a premium to market prices. The Proposed Tender Offers Brasilcel intends to launch voluntary cash tender offers for the following securities of its subsidiaries: --Tele Sudeste Celular Participacoes (TSD TSD Tay-Sachs disease. ): up to 7,332 million Common shares (ON) and 12,700 million Preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. (PN). --Tele Leste Celular Participacoes (TBE): up to 16,723 million ON and 92,499 million PN shares. --Celular CRT (1) (C RunTime) See runtime library. (2) (Cathode Ray Tube) A vacuum tube used as a display screen in a computer monitor or TV. The viewing end of the tube is coated with phosphors, which emit light when struck by electrons. Participacoes (CRT): up to 61 million ON and 442 million PN shares. Simultaneously, TCP intends to launch a voluntary cash tender offer for up to 84,253 million PN shares of Tele Centro Oeste Celular Participacoes (TCO (1) (Total Cost of Ownership) The cost of using a computer. It includes the cost of the hardware, software and upgrades as well as the cost of the inhouse staff and/or consultants that provide training and technical support. See ROI. ). The number of shares that Brasilcel and TCP will be offering to acquire has been determined to allow Brasilcel and TCP to increase their participation in the subject companies without suppressing the liquidity of the remaining shares of those classes for purposes of CVM regulations (specifically Instruction 361). The offer prices will be:
Price per 1,000 shares (R$)
----------------------------------
ON PN
------------------------------------------------
TSD 6.35 7.80
------------------------------------------------
TBE 0.90 1.10
------------------------------------------------
CRT 575.31 718.69
------------------------------------------------
TCO ----- 10.70
------------------------------------------------
These offer prices represent a premium of 20% over the respective weighted average closing price of each class of shares in the last 30 trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. prior to announcement. Telefonica Moviles and Portugal Telecom intend to provide funding to Brasilcel for the tender offers on a 50-50 basis. TCP intends to fund its tender offer with debt and, taking into account the outcome of the tender offer, amongst other factors, will evaluate a potential capital increase, if it considers a reduction of its level of indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421. 2. to be advisable ad·vis·a·ble adj. Worthy of being recommended or suggested; prudent. ad·vis  a·bil .The Rationale rationale (rash´  nal´),n the fundamental reasons used as the basis for a decision or action. Increase Brasilcel's ownership of its subsidiaries Telefonica Moviles and Portugal Telecom have increased their ownership in the Vivo subsidiaries since their initial acquisition, and these offers will further increase their economic interest, while allowing continuing liquidity in the equity capital markets for those shares. Opportunity for minority shareholders to realize gains These offers provide the minority shareholders with the opportunity of selling their shares at a premium over market prices and to realize gains. Reinforces Telefonica Moviles and Portugal Telecom's commitment to the Brazilian cellular market and to Vivo Telefonica Moviles and Portugal Telecom continue to believe the Brazilian cellular market, with 160 million inhabitants
The game is based loosely on the concepts from SameGame. and relatively low cellular penetration, continues to offer substantial growth potential. The proposed transaction strengthens Vivo's position in the Brazilian market and enhances its participation in the potential growth of its subsidiaries. The Impact on Ownership The table below illustrates the impact on the ownership of Brasilcel and TCP of its subsidiaries, assuming 100% acceptance levels:
Brasilcel Current Ownership Pro-forma
Ownership
(assuming 100%
acceptances)
----------------- -----------------
ON PN Total ON PN Total
---------------------------------- ----- ----- ----- ----- ----- -----
TSD 88.5% 85.4% 86.7% 92.3% 90.3% 91.1%
---------------------------------- ----- ----- ----- ----- ----- -----
TBE 58.7% 11.4% 27.9% 68.7% 40.9% 50.6%
---------------------------------- ----- ----- ----- ----- ----- -----
CRT 86.6% 26.3% 51.5% 91.0% 49.7% 67.0%
---------------------------------- ----- ----- ----- ----- ----- -----
TCP Current Pro-forma
Ownership Ownership
(assuming 100%
acceptances)
---------------- -----------------
ON PN Total ON PN Total
----------------------------------------- ---- ----- ----- ----- -----
TCO 86.2% 0.0% 28.9% 86.2% 32.8% 50.6%
----------------------------------------- ---- ----- ----- ----- -----
The Expected Timing The offers are expected to begin in the first week of September and will be open for at least 30 days from the date of the publication and filing of the formal documentation. The offers are expected to be completed by mid-October. The tender offers will be subject to certain terms and conditions that will be included in the formal offer documentation. This document does not constitute an offer to purchase or a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to sell securities of CRT, TBE, TSD or TCO (the "Companies"). At the time the tender offers are commenced, Brasilcel and TCP will file tender offer statements on Schedule TO with the U.S. Securities and Exchange Commission ("SEC") with respect to their offers to purchase common shares and preferred shares of TBE and TSD and preferred shares of TCO, respectively, and will file translations of these documents with the Brazilian Comissao de Valores Mobiliarios ("CVM"). Shareholders of the Companies are strongly advised to read the Brazilian Edital and other relevant documents published by Brasilcel or filed with the CVM, and, in the case of shareholders of TBE, TSD and TCO, the tender offer statements and other relevant documents filed with the SEC, when they become available because they will contain important information. All these documents will be published or filed at the appropriate time in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with applicable Brazilian and U.S. regulations. TBE, TSD and TCO shareholders will have access to the U.S. documents, when they become available, free of charge at the SEC's web site, www. sec.gov. In addition, shareholders of the Companies will have access to all these documents free of charge from Brasilcel or in the locations indicated by applicable Brazilian and U.S. law. |
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