SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private
Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of
1934
For the month of July 2008
TELEMIG CELULAR PARTICIPAÇÕES S.A.
(Exact name of registrant as specified
in its charter)
TELEMIG CELULAR HOLDING
COMPANY
(Translation of Registrant's name into
English)
Rua Levindo Lopes, 258 -
Funcionários
Cep: 30.140-170 - Belo Horizonte (MG) - Brazil
(Address of principal executive office)
(Indicate by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form
40-F.)
Form
20-F: ý
Form
40-F: o
(Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1)):
Yes:
o
No:
ý
(Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7)):
Yes: o
No: ý
(Indicate
by check mark whether the registrant by furnishing the information contained in
this Form, the Registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes: o No: ý
TELEMIG CELULAR PARTICIPAÇÕES S.A.
NATIONAL CORPORATE TAXPAYER’S REGISTRATION
(CNPJ/MF):
02.558.118/0001 -65
STATE REGISTRATION (NIRE):
3130002535-7
PUBLICLY HELD
COMPANY
Recommendation
of the Board
This
Current Report on Form 6-K relates to the mandatory tender offer by TCO IP,
S.A., a subsidiary of our controlling shareholder Vivo Participações S.A.
(“Vivo”), to purchase
for cash all of the outstanding shares of our common stock not owned by Vivo or
its affiliates at a price per common share of R$120.93 (the “Telemig Holdings Offer”) and
the mandatory tender offer to purchase for cash all of the outstanding shares of
common stock of our subsidiary Telemig Celular S.A. (“Telemig Celular”) that are not
owned by us or by Vivo or one of its affiliates at a price per common share of
R$2,100.03 (the “Telemig
Celular Offer”), in each case, on the terms and conditions set forth in
the Notice of Mandatory Tender Offer filed with the Brazilian Securities
Exchange Commission (Comissão
de Valores Mobilíarios – “CVM”).
We are a
Brazilian company, and Brazilian law governs the duties and obligations of our
Board of Directors and does not impose any fiduciary or other duty or obligation
on our Board of Directors to approve or disapprove the Telemig Holdings Offer or
to make any recommendation in connection with the Telemig Holdings
Offer. Additionally, the Telemig Holdings Offer is being made by a
subsidiary of our controlling shareholder. Accordingly, we have
neither approved, disapproved nor made any recommendation with respect to the
Telemig Holdings Offer, as we are not required to issue or have an opinion on
the Telemig Holdings Offer under Brazilian law.
Our
subsidiary Telemig Celular is also a Brazilian company, and Brazilian law
governs the duties and obligations of its Board of Directors and does not impose
any fiduciary or other duty or obligation on its Board of Directors to approve
or disapprove the Telemig Celular Offer or to make any recommendation in
connection with the Telemig Celular Offer. Additionally, the Telemig
Celular Offer is being made by a subsidiary of the controlling shareholder of
Telemig Celular. Accordingly, Telemig Celular has neither approved,
disapproved nor made any recommendation with respect to the Telemig Celular
Offer, as it is not required to issue or have an opinion on the Telemig Celular
Offer under Brazilian law.
This
Current Report on Form 6-K is hereby amended and supplemented as described
below.
The
following exhibits are hereby added to this Form 6-K:
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99.a
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Notice
of Mandatory Tender Offer for Acquisition of Common Shares issued by
Telemig Celular Participações S.A. and Telemig Celular S.A. dated July 15,
2008 (English translation)
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99.b
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Valuation
Report as per CVM Instruction 361 prepared by Goldman, Sachs & Co and
Goldman Sachs do Brasil Banco Múltiplo S.A. for Vivo Participações S.A. on
Telemig Celular Participações S.A. and Telemig Celular S.A. (English
translation)
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99.c
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Report
on Purchase Price Methodology prepared by Goldman, Sachs & Co and
Goldman Sachs do Brasil Banco Múltiplo S.A. for Vivo Participações S.A. on
Telemig Celular Participações S.A. and Telemig Celular S.A. (English
translation)
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99.d
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Summary
Advertisement published on July 15, 2008 in The New York
Times
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: July 15, 2008
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TELEMIG CELULAR PARTICIPAÇÕES S.A.
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By:
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/s/ Roberto Oliveira de
Lima
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Roberto Oliveira de
Lima
Chief Executive Officer, Chief Financial
Officer and
Investor Relations
Officer
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FORWARD-LOOKING
STATEMENTS
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 of
future 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.
EXHIBIT INDEX
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Exhibit
Number
|
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Description
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99.a
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Notice
of Mandatory Tender Offer for Acquisition of Common Shares issued by
Telemig Celular Participações S.A. and Telemig Celular S.A. dated July 15,
2008 (English translation)
|
|
|
|
|
|
99.b
|
|
Valuation
Report as per CVM Instruction 361 prepared by Goldman, Sachs & Co and
Goldman Sachs do Brasil Banco Múltiplo S.A. for Vivo Participações S.A. on
Telemig Celular Participações S.A. and Telemig Celular S.A. (English
translation)
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|
|
|
|
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99.c
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Report
on Purchase Price Methodology prepared by Goldman, Sachs & Co and
Goldman Sachs do Brasil Banco Múltiplo S.A. for Vivo Participações S.A. on
Telemig Celular Participações S.A. and Telemig Celular S.A. (English
translation)
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99.d
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Summary
Advertisement published on July 15, 2008 in The New York
Times
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