Telesp Celular Participacoes S.A. Launches Voluntary Cash Tender Offer for Preferred Shares of Tele Centro Oeste Celular Partici
01 Septembre 2004 - 11:08PM
PR Newswire (US)
Telesp Celular Participacoes S.A. Launches Voluntary Cash Tender
Offer for Preferred Shares of Tele Centro Oeste Celular
Participacoes S.A. SAO PAULO, Brazil, Sept. 1
/PRNewswire-FirstCall/ -- Telesp Celular Participacoes S.A.
(NYSE:TCP) (BOVESPA: TSPP3 (common shares), TSPP4 (preferred
shares))("TCP" or "the Company") and Tele Centro Oeste Celular
Participacoes S.A. (NYSE:TRO) (BOVESPA: TCOC3 (common shares),
TCOC4 (preferred shares))"TCO" inform their respective shareholders
that TCP, the controlling shareholder of TCO, has today commenced a
Voluntary Public Tender Offer ("VTO") for the acquisition of up to
84,252,534,000 preferred shares issued by TCO ("Maximum Number of
Shares") in an auction to occur on the Sao Paulo Stock Exchange
(the "BOVESPA"). In no event will TCP purchase more than the
Maximum Number of Shares. In the event of excess of demand in the
auction, a pro rata adjustment will be made among the shareholders
participating in the VTO. The VTO price is R$10.70 (ten Brazilian
reals and seventy cents) per lot of thousand shares ("price"),
which represents a premium of 20% (twenty percent) over the
weighted average closing price of the preferred shares of TCO over
the 30 (thirty) trading days on the BOVESPA up to and including the
date of the initial announcement of the VTO on August 24, 2004.
Unless otherwise extended or terminated, the acquisition of any
shares tendered in the VTO will occur on October 8, 2004. The price
will be paid upon delivery of the shares, in Brazilian reals,
pursuant to the rules issued by the Companhia Brasileira de
Liquidacao e Custodia -- CBLC (the Brazilian Settlement and Custody
Company) and the terms that will be set forth in the public notice
(Edital) for the VTO. The other terms and conditions of the VTO
have been published by means of an Edital in Brazil and a summary
advertisement in the New York Times in the United states, in each
case dated September 1, 2004. The Company has filed, with the
Securities and Exchange Commission ("SEC"), a tender offer
statement on Schedule TO dated September 1, 2004, which contains
the complete terms of the offer. The number of shares that TCP is
offering to acquire was determined to allow TCP to increase its
participation in the share capital of TCO without suppressing the
liquidity of the remaining preferred shares for purposes of
applicable regulations (specifically Instruction no. 361 of the
Brazilian Comissao de Valores Mobiliarios ("CVM") of March 5,
2002). In accordance with the terms and conditions of the
Announcement to the Shareholders published in the newspaper Gazeta
Mercantil on August 17, 2004, relating to the exercise of appraisal
rights in the context of the mergers of shares of Telegoias Celular
S.A., Telems Celular S.A., Telemat Celular S.A., Teleacre Celular
S.A. and Teleron Celular S.A. by TCO, the shareholders of such
companies which, by August 24, 2004, have exercised their appraisal
rights will be entitled to the positive difference between the (i)
reimbursement amount under the appraisal rights, and (ii) the
amount they would have been entitled to receive if they had
participated fully in the VTO (taking into account pro rata
adjustments). Any shareholder who has exercised the appraisal
rights, as provided in the paragraph above, will receive the
payment to which it is entitled, as mentioned in the paragraph
above, through BANCO ABN AMRO REAL S.A. according to the same
procedure contemplated for the payment of the reimbursement amount
under the appraisal rights. This press release does not constitute
an offer to purchase or a solicitation of an offer to sell
securities of TCO. TCO shareholders are strongly advised to read
carefully the Edital and other relevant documents related to the
VTO that have been published by TCP or filed with the CVM or the
SEC, including the tender offer statement on Schedule TO (and, in
the case of the English-language documents filed with the SEC,
shareholders may read the Portuguese translations, which will be
filed with the CVM) because they contain important information. All
these documents have been published and filed in accordance with
applicable Brazilian and U.S. regulations. TCO shareholders can
access the U.S. documentation free of charge at the SEC website,
http://www.sec.gov/ . In addition, TCO shareholders can access all
these documents, free of charge from TCP or in the locations
indicated by applicable Brazilian and U.S. laws and regulations.
TCP intends to fund the tender offer with debt, and, taking into
account the outcome of the tender offer, among other factors, the
Company will evaluate a potential capital increase if it considers
a reduction of its level of indebtedness to be advisable. This
press release contains forward-looking statements. Such statements
do not constitute historical facts and reflect the expectations of
the Company's management, are forward-looking statements. The words
"anticipates," "believes," "estimates," "expects," "forecasts,"
"intends," "plans," "predicts," "projects" and "targets," as well
as other similar words, are intended to identify these statements,
which necessarily involve risks that may or may not be known to the
Company. Accordingly, the actual results of Company operations may
be different from its current expectations, and the reader should
not place undue reliance on these forward-looking statements.
Forward-looking statements speak only as of the date they are made,
and the Company does not undertake any obligation to update them in
light of new information or future developments. DATASOURCE: Telesp
Celular Participacoes S.A. CONTACT: Investors, Ronald Aitken,
+011-55-11-5105-1172, or , or Investor Relations Department,
+011-55-11-5105-1182, or , both for Telesp Celular Web site:
http://www.vivo.com.br/ri http://www.telespcelular.com.br/
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