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 PRESS RELEASE 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.
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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.
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2
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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1 Press Release, dated January 13, 2004.
EXHIBIT 1
TCP AND TCO TERMINATE PROPOSED MERGER OF SHARES
AND TCP WITHDRAWS OFFER TO CONVERT
Sao Paulo, Brazil - January 13, 2004 - Telesp Celular Participacoes S.A. - "TCP"
(NYSE: TCP) (BOVESPA: TSPP3 (Common), TSPP4 (Preferred)), and Tele Centro Oeste
Celular Participacoes S.A. - "TCO" (NYSE: TRO) (BOVESPA: TCOC3 (Common), TCOC4
(Preferred)), which operate under the brand VIVO, announced that the previously
announced merger of shares (incorporacao de acoes) of TCO with TCP is
terminated.
Similarly, TCP announced that it has withdrawn the previously announced offer to
convert preferred shares, no par value, into common shares, no par value, of TCP
at a ratio of one to one, up to a limit of 78,752,717,772 in the aggregate for
all shareholders. Preferred shares for which an election to convert has been
submitted will be promptly freed for trading.
TCP and TCO took these actions in light of the statement by the Comissao de
Valores Mobiliarios (the Brazilian Securities Commission, or "CVM") on December
26, 2003 that the proposed merger of shares, in the CVM's opinion, "violates
applicable laws" and the consequent suspension by TCP and TCO of the
shareholders' meetings previously scheduled for January 7, 2004. Although TCP
and TCO disagree with the arguments and conclusion stated in the CVM's 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 believe the CVM's
decision makes the implementation of the merger of shares, as originally
proposed, uncertain due to the potential obstacles that may be created by third
parties. Taking into account the best interest of their shareholders, therefore,
management of TCP and TCO have concluded that the best decision in light of the
situation is to cancel the merger of shares and withdraw the offer to convert.
Investor Relations Contact: Ronald Aitken (e-mail: ronald.aitken@vivo.com.br or
tel: (5511) 5105 1172) and Fabiola Michalski (e-mail: fmichalski@vivo.com.br or
tel: (5511) 5105 1207); TCP website: http://www.vivo.com.br.