TDE.L Regulatory News (TDE)

3 Aug 2007 08:21

Telefonica SA03 August 2007 TELEFONICA, S.A., as provided in article 82 of the Spanish Stock Market Act(Ley del Mercado de Valores), hereby reports the following SIGNIFICANT EVENT Yesterday, August 2nd, 2007 Vivo Participacoes, S.A. ("VIVO"), a Braziliancompany controlled by Brasilcel NV jointly controlled by Telefonica, S.A. andPortugal Telecom SGPS, signed an agreement with Telpart Participacoes S.A. ("Telpart") for the acquisition of: (i) 53.90% of the voting stock and 4.27% of the preferred stock (whichrepresents 22.72% of the total capital) of Telemig Celular Participacoes S.A.,the controlling shareholder of Telemig Celular S.A., a mobile telephony operatorin the State of Minas Gerais; and (ii) 51.86% of the voting stock and 0.09% of the preferred stock (whichrepresents 19.34% of the total capital) of Tele Norte Celular ParticipacoesS.A., the controlling shareholder of Amazonia Celular S.A., a mobile telephonyoperator in the States of Amazonas, Roraima, Amapa, Para and Maranhao. In accordance with the provisions of the stock purchase agreement executedbetween VIVO and Telpart, the approximate total purchase price of the aforesaidshares has been fixed at 1,213 million Reais (approximately 469 million euros(1)), which may be altered at the time of execution on the basis of certainadjustments set out in the sale and purchase agreement. In addition VIVO will acquire from Telpart the right to subscribe paid-up stockto be issued by Telemig Celular Participacoes S.A. and Tele Norte CelularParticipacoes S.A., for approximately 87 million reales (33.6 million euros). In accordance with Brazilian law, the acquisition of the shares will besubmitted to the approval of the respective general shareholders' meetings ofVIVO and Telpart. Both transactions are conditional, amongst other things, on the authorisationsbeing obtained from the Brazilian regulatory authorities. Furthermore, and inaccordance with the provisions of the Brazilian stock market legislation, VIVOwill make the appropriate mandatory tender offers over all the voting stock inthese companies and their subsidiaries, Telemig Celular S.A. and AmazoniaCelular S.A., at a price per share equal to 80% of the purchase price paid toTelpart for the voting stock owned by it. In addition, VIVO has expressed itsintention to launch voluntary tender offers for the acquisition of up to onethird of the free float of the preferred shares of Telemig Celular ParticipacoesS.A., Telemig Celular S.A., Tele Norte Celular Participacoes S.A. and TeleAmazonia Celular S.A. Both the purchase of the stock acquired from Telpart and the aforementionedtender offers will be financed with VIVO debt. Madrid, August 3rd, 2007. (1) Considering a R$/• Exchange ratio of 2.586 -------------------------- This information is provided by RNS The company news service from the London Stock Exchange