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Rua Levindo Lopes, 258 - Funcionários
Cep: 30.140-170 - Belo Horizonte (MG) - Brazil
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VIVO PARTICIPAÇÕES S.A.
Publicly-held Company
CNPJ MF 02.558.074/0001 -73 - NIRE 35.3.001.587 -92
TCO IP S.A.
Closely-held Company
CNPJ MF 04.225.487/0001 -61 - NIRE 53.3.000.064 -15
TELEMIG CELULAR PARTICIPAÇÕES S.A.
Publicly-held company
CNPJ MF 02.558.118/0001 -65 - NIRE 31.3.0002535 -7
TELEMIG CELULAR S.A.
Publicly-held Company
CNPJ MF 02.320.739/0001 -06 NIRE 31.3.0001299 -9
NOTICE OF MATERIAL FACT
RESULTS OF THE PUBLIC TENDER OFFER FOR ACQUISITION OF PREFERRED SHARES
Vivo Participações S.A. (“Vivo Part”), as the acquirer of Telemig Celular Participações S.A. (“Telemig Part”) and Telemig Celular S.A. ("Telemig Celular"), jointly with TCO IP S.A. (“TCO-IP”), announces in compliance with Instruction CVM 358/2002 the results of the auction (“Auction”) held in connection with the offer to purchase up to 1/3 of the outstanding preferred shares of Telemig Part and Telemig Celular that was made in accordance with the corresponding Voluntary Tender Offer Notice published on April 8, 2008 by TCO IP as the Offeror (“Offer Notice”). Because the amount of shares offered by shareholders in the Auction exceeded the maximum number of shares TCO IP had undertaken to acquire per the Offer Notice, a proportional allocation was applied. The proration factors are stated below:
| TELEMIG CELULAR PARTICIPAÇÕES S.A. | ||||
| AMOUNT OF SHARES ACQUIRED BY | PRORATION FACTOR | |||
| NEGOTIATION SEDE | THE OFFEROR | |||
| TMCP4L | 7,257,020 | 0.3907 | ||
| TELEMIG CELULAR S.A. | ||||
| AMOUNT OF SHARES ACQUIRED BY | PRORATION FACTOR | |||
| NEGOTIATION CODE | THE OFFEROR | |||
| TMGC6L (class B) | 47 | n/a | ||
| TMGC7L (class C) | 908 | n/a | ||
| TMGC11L (class E) | 703 | n/a | ||
| TMGC12L (class F) | 77 | n/a | ||
| TMGC13L (class G) | 87,757 | 0.9651 | ||
After the Auction, TCO IP and Vivo Part became the owners of the number of shares of Telemig Part and Telemig Celular indicated below:
| TELEMIG CELULAR PARTICIPAÇÕES S.A. | ||||||||||||
| COMPANY | COMMON | % | PREFERRED | % | TOTAL | % | ||||||
| SHARES | SHARES | |||||||||||
| Vivo Part | 7,258,108 | 53.899% | 969,932 | 4.265% | 8,228,040 | 22.725% | ||||||
| TCO IP | 7,257,020 | 31.912% | 7,257,020 | 20.043% | ||||||||
| Demais | 6,207,951 | 46.101% | 14,514,050 | 63.823% | 20,722,001 | 57.232% | ||||||
| Total | 13,466,059 | 100% | 22,741,002 | 100% | 36,207.061 | 100% | ||||||
| TELEMIG CELULAR S.A. | ||||||||||||
| COMPANY | COMMON | % | PREFERRED | % | TOTAL | % | ||||||
| SHARES | SHARES | |||||||||||
| Telemig Part | 794,764 | 89.175% | 1,180,078 | 79.685% | 1,974,842 | 83.250% | ||||||
| TCO IP | 89,492 | 6.043% | 89,492 | 3.773% | ||||||||
| Demais | 96,477 | 10.825% | 211,365 | 14.272% | 307,842 | 12.977% | ||||||
| Total | 891,241 | 100% | 1,480,935 | 100% | 2,372,176 | 100% | ||||||
São Paulo, May 15, 2008.
Ernesto Gardelliano
Investment Relations Director
Vivo Participações S.A.
TCO IP S.A.
Roberto Oliveira de Lima
Investment Relations Director
Telemig Celular Participações S.A.
Telemig Celular S.A.
| TELEMIG CELULAR PARTICIPAÇÕES S.A. | ||||
| By: | /s/ Roberto de Oliveira Lima | |||
| Name: | Roberto de Oliveira Lima | |||
| Title: | Chief Executive Officer, Chief Financial Officer and Investor Relations Officer | |||
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture 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.