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Telemig Celular S.A. and Amazonia Celular S.A. Announce Commencement of Consent Solicitation
By: PR Newswire
Mar. 30, 2007 07:32 PM
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MINAS GERAIS, Brazil, March 30 /PRNewswire/ -- Telemig Celular S.A. ("Telemig") and Amazonia Celular S.A. ("Amazonia") announced today that they have commenced a solicitation of consents (the "Consent Solicitation") from holders of outstanding 8.75% Telemig Notes due 2009 (the "Telemig Notes") and 8.75% Amazonia Notes due 2009 (the "Amazonia Notes" and, together with the Telemig Notes, the "Notes"). The purpose of the Consent Solicitation is to amend certain provisions of the indenture governing the Notes (the "Indenture") to address the technical default under financial ratios caused by Amazonia's recording of provisions with regard to contingent liabilities in connection with Imposto de Circulacao de Mercadorias e Servicos taxes ("ICMS Provisions") that are currently the subject of litigation with a few of the Brazilian states (the "Proposed Amendments"). Each holder who consents to the Proposed Amendments will also be waiving (the "Proposed Waivers") certain past defaults and events of default under the Indenture associated with the ICMS Provisions. Upon fulfillment of the conditions of the Consent Solicitation, Telemig and Amazonia will provide a consent payment (the "Consent Payment") for each consent properly delivered (and not revoked) prior to the expiration of the Consent Solicitation. The Consent Payment will be US$2.50 in cash for each US$1,000 principal amount of Notes. The Consent Solicitation will expire at 5 p.m., New York City time, on April 16, 2007, unless extended. The approval of the Proposed Amendments and Proposed Waivers requires the written consent of holders of not less than a majority in aggregate principal amount of each of the Telemig Notes and the Amazonia Notes at the time outstanding, voting separately. If the required consents are not received by the expiration date, Telemig and Amazonia may, in their sole discretion, terminate or extend the Consent Solicitation. Telemig and Amazonia have engaged Merrill Lynch & Co. to act as solicitation agent in connection with the Consent Solicitation. Questions regarding the Consent Solicitation should be directed to Merrill Lynch & Co., Liability Management Group, at (888) ML4-TNDR (US toll-free) or (212) 449- 4914. Requests for documentation in connection with the Consent Solicitation may be directed to Global Bondholders Services Corporation, the information agent for the Consent Solicitation, at (866) 873-6300 (US toll-free) or (212) 430-3774. Telemig is the leading provider of cellular telecommunications services in the State of Minas Gerais in Brazil. Amazonia provides cellular telecommunications services in a region covering the States of Para, Amazonas, Maranhao, Amapa, and Roraima in the north and northeast of Brazil. This press release is not a solicitation of consents with respect to any securities. The Consent Solicitation is being made solely by the Consent Solicitation Statement dated March 30, 2007 (the "Statement"). The terms and conditions of the Consent Solicitation are described in the Consent Solicitation Statement, copies of which may be obtained from Global Bondholder Services Corporation. This press release contains forward-looking statements. These include statements regarding our current expectations, intentions and projections about future events and financial trends affecting our business. These statements include, but are not limited to: trends affecting our business, financial condition, revenues, results of operations and prospects, any statements preceded by, followed by or that include the words "believes," expects," "predicts," "anticipates," "intends," "estimates," "should," "may" or similar expressions, and other statements contained in the Statement regarding matters that are not historical facts. Because these statements are subject to uncertainty, actual results may differ materially from those expressed or implied by these forward-looking statements. Telemig Celular Participacoes S.A., the parent company of Telemig, and Tele Norte Celular Participacoes S.A., the parent company of Amazonia, are required to file annual and current reports and other information with the SEC. For further information on factors which could impact Telemig and Amazonia and the statements contained herein, please refer to these filings. Telemig Celular S.A.
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