Filed by Telesp Celular Participacoes S.A.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Tele Centro Oeste Celular Participacoes S.A.
Commission File No. 333-110080
THE FOLLOWING IS A NOTICE OF MATERIAL FACT MADE PUBLIC BY THE COMPANY RELATING
TO THE PROPOSED MERGER OF SHARES (INCORPORACAO DE ACOES) OF TELE CENTRO OESTE
CELULAR PARTICIPACOES S.A. WITH TELESP CELULAR PARTICIPACOES S.A.
* * * * *
These materials may contain forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on management's current
expectations or beliefs and are subject to a number of factors and uncertainties
that could cause actual results to differ materially from those described in the
forward-looking statements.
The forward-looking statements in these materials are subject to a
number of risks and uncertainties, including, but not limited to, changes in
technology, regulation, the global cellular communications marketplace and local
economic conditions. These forward-looking statements relate to, among other
things, the timetable for the merger of shares.
Forward-looking statements may be identified by words such as
"believes," "expects," "anticipates," "projects," "intends," "should," "seeks,"
"estimates," "future" or similar expressions.
These statements reflect our current expectations. In light of the many
risks and uncertainties surrounding this marketplace, you should understand that
we cannot assure you that the forward-looking statements contained in these
materials will be realized. You are cautioned not to put undue reliance on any
forward-looking information.
Investors and security holders are urged to read the prospectus
regarding the strategic business combination transaction, which Telesp Celular
Participacoes S.A. has filed with the U.S. Securities and Exchange Commission as
part of its Registration Statement on Form F-4, because it contains important
information. Investors and security holders may obtain a free copy of these
materials and other documents filed by Telesp Celular Participacoes S.A. and
Tele Centro Oeste Celular Participacoes S.A with the Commission at the
Commission's website at www.sec.gov. These materials may also be obtained for
free from Tele Centro Oeste Celular Participacoes S.A.
* * * * *
2
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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1 Notice of Material Fact.
EXHIBIT 1
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
public company
AND
TELESP CELULAR PARTICIPACOES S.A.
public company
Telesp Celular Participacoes S.A. ("TCP") and Tele Centro Oeste Celular
Participacoes S.A. ("TCO" and, together with TCP, the "Companies") hereby
clarify the following in connection with the merger of shares of TCO by TCP, for
the conversion of TCO into a wholly owned subsidiary of TCP ("Merger of
Shares").
1. The decision issued by the Brazilian Securities Commission (Comissao de
Valores Mobiliarios, or "CVM"), on December 26, 2003, by a majority of votes of
the members of its Board, concluded that the Merger of Shares did not fully
comply with current laws in force.
2. The Companies reiterate their understanding that the Merger of Shares is
structured, announced and being implemented strictly in accordance with all
applicable laws and grants equitable treatment for the shareholders of both
Companies. This equitable treatment was attested to by economic and financial
analyses prepared by Citigroup Global Markets Inc. and Merrill Lynch & Co.,
financial institutions well known to have the technical capacity and experience
required for such judgment.
3. Furthermore, the management of the Companies consider that the Merger of
Shares results in significant advantages for their shareholders, as it allows
them to participate in the combined businesses of both Companies and increases
the liquidity and trading volume of the shares, after its implementation. The
Merger of Shares also eliminates costs and overlap resulting from the existence
of two separate Companies with different shareholders.
4. The Companies will bring the appropriate legal claims for the purpose of not
allowing the CVM Decision to prevail, since they understand it to be illegal
and, in that manner, to prove definitively that the actions taken and proposed
by the Companies and their managers, in the course of the Merger of Shares,
contrary to the conclusions set out in the CVM Decision, are in accordance with
applicable laws and grant equitable treatment for all the shareholders involved.
5. Although the Companies disagree with the arguments and conclusion stated in
the CVM Decision and continue to be of the opinion that the Merger of Shares
would be the best alternative for both Companies and their shareholders, they
consider that the CVM Decision makes uncertain, in practical terms, the
implementation of the Merger of Shares, as originally proposed, due to the
potential obstacles that may be created by third parties. Therefore, taking into
account the best interest of their shareholders, the management of TCO and TCP
have concluded that the most adequate and opportune decision in light of this
situation is to cancel the Merger of Shares.
6. Notwithstanding the foregoing, the Companies intend to maximize the
generation of synergies between them with the purpose of increasing the value of
both Companies. Further to the actions already taken in this regard, the boards
of officers of TCP and TCO intend to submit to the approval of their boards of
directors a proposal to incorporate the TCO investment held by TCP into TCO in
order to allow the amortization of the goodwill related to the acquisition by
TCP of the TCO common shares. The proposal will be implemented in strict
conformity with CVM Instruction 319 using the option contemplated by Article 7
of that instruction - and CVM Instruction 349 and, therefore, without the
immediate issuance of shares for the incorporation of that investment. Shares
will be issued only after the tax benefits of such amortization are effectively
obtained by TCO. All terms and conditions of this transaction will be announced
immediately after they have been defined and approved by the respective boards
of directors of the Companies.
7. Finally, TCP clarifies that the conversion of preferred shares into common
shares, which would have been implemented in order to enable the Merger of
Shares and that was conditioned upon the occurrence of the Merger of Shares,
will no longer be implemented. Requests for conversion that have already been
made will be cancelled, and the shares will be released for trading.
Sao Paulo, January 12, 2004.
TELESP CELULAR PARTICIPACOES S.A. TELE CENTRO OESTE CELULAR
PARTICIPACOES S.A.
Fernando Abella Luis Andre Carpintero Blanco