SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
BRASIL TELECOM PARTICIPAÇÕES S.A
(Name of subject company (Issuer))
TELEMAR NORTE LESTE S.A
(Names of Filing Persons (Offerors))
| Preferred Shares, no par value, and American Depository Shares (Title of classes of securities) |
105530109 (CUSIP number of preferred shares) | |
|
Roberto Terziani Investor Relations Director Rua Humberto de Campos, 425 7º andar Leblon, Rio de Janeiro, RJ, Brazil 22430-190 Tel: +55 21 3131-1208 (Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons) | ||
| CALCULATION OF FILING FEE | ||
| Transaction Valuation*
Not applicable* |
Amount of Filing Fee*
Not applicable* | |
| * | A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| Amount Previously Paid: |
N/A | Filing Party: | N/A | |||||||||||||||||||||||||||||||
| Form of Registration No.: |
N/A | Date Filed: | N/A |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third party tender offer subject to Rule 14d-1 |
| ¨ | issuer tender offer subject to Rule 13e-4 |
| ¨ | going private transaction subject to Rule 13e-3 |
| ¨ | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
 Acquisition of
Brasil Telecom by Telemar Norte Leste (TMAR) April 28, 2008 |
 1 Additional Information and Where to Find It This presentation is for informational purposes only and is not an offer to purchase or a
solicitation of an offer to sell any shares of Brasil Telecom Participações S.A. (“BRTP”) or Brasil Telecom S.A. (“BRTO”). The proposed tender offers for the outstanding common shares and a portion of the preferred shares of BRTP and BRTO described in this presentation have not commenced. Any offer to purchase or the solicitation of an offer to sell (1) any preferred shares of BRTP,
including the preferred shares underlying BRTP’s American Depositary Receipts, (2) any preferred shares of BRTO, including the preferred shares underlying BRTO’s American Depositary Receipts, or (3) common shares of BRTP or BRTO will be made only pursuant to offers to purchase and related materials that Telemar Norte Leste S.A. (“TMAR”) intends to file with the U.S. Securities and Exchange Commission (the “Commission”) upon commencement of these offers. TMAR urges shareholders who are eligible to participate in any of these tender offers to carefully
read the offers to purchase and related materials relating to the offer or offers in
which they are eligible to participate when they become available and prior to making any decisions with respect to that tender offer as these documents will contain important information about that tender offer. Following the filing with the Commission of (1) the offers to purchase and related materials
relating to the offers for the common shares and/or the preferred shares of BRTP and/or
BRTO, or (2) any other tender offer materials related to the offers for the common shares and/or the preferred shares of BRTP and/or BRTO, shareholders of BRTP and BRTO will be able to obtain the filed documents free of charge on the Commission’s website at www.sec.gov or from TMAR. This presentation is also being made in respect of (1) the proposed merger (incorporação)
of BRTP with and into BRTO, and (2) the proposed merger (incorporação) of
BRTO with and into TMAR. In connection with the proposed merger of BRTP with and into BRTO, TMAR plans to cause BRTO to file with the Commission (1) a registration statement on Form F-4,
containing a prospectus which will be mailed to the shareholders of BRTP, and (2) other
documents regarding this proposed merger. In connection with the proposed merger of BRTO with and into TMAR, TMAR plans to file with the Commission (1) a registration statement on
Form F-4, containing a prospectus which will be mailed to the shareholders of BRTO,
and (2) other documents regarding the proposed merger. TMAR urges investors and security holders to carefully read the relevant prospectus and other relevant materials when they
become available as they will contain important information about the proposed mergers. Investors and security holders will be able to obtain the documents filed with the Commission regarding the proposed mergers, when available, free of charge on the Commission’s website at www.sec.gov or from TMAR. |
 Agenda 2 Restructuring of Telemar Participações 3 Rationale of the Acquisition 5 Proposed
Transaction 17 |
 3 Ownership Restructuring - Telemar Participações * Oi employees’ pension fund. ** Pension funds: Previ, Petros, Funcef, FASS and Telos Current Ownership Total FASS – Fundação Atlântico* 3 Subtotal BNDESPAR 4 FIAGO** 5 ALUTRENS 6 ASSECA 7 LEXPART 8 2 1 LF TELECOM AG TELECOM % ONs 100.00 4.00 24.55 25.00 19.90 10.00 10.275 10.275 10.275 10.275 AG TELECOM 1 LF TELECOM 2 FASS – Fundação Atlântico* 3 Subtotal BNDESPAR 4 Post Restructuring Ownership Total PREVI 5 PETROS 6 FUNCEF 7 19.34 19.34 11.50 50.18 % ONs 100.00 16.86 12.96 10.00 10.00 |
 4 Agenda 4 Restructuring of Telemar Participações Rationale of the Acquisition Proposed Transaction 3 5 17 |
 5 110 Source: Companies’ press releases; Company analysis. Objective: To create a multinational telecom company, with Latin America coverage and over 110 million clients Oi (TMAR) BrasilTelecom(BrT) Oi + Brasil Telecom + = Brazil Abroad Total Current Million, Dec/07 Fixed-Line Services Mobile Services Broadband Pay-TV 3.1 0.0 6 1.5 1.6 31.8 13.9 45.7 All segments In 5 years Million 38 22 30 8 12 Oi BrT Oi+BrT Number of Clients 14.2 16.0 8.0 4.3 22.2 20.3 |
 6 * % not significant (<1%). The acquisition will have no significant effect on fixed-line market concentration Local Fixed ILD Mobile NLD – inter- regional Corporate data NLD – intra- regional 88% *% Brazil 88% *% 86% 86% 57% 1% 58% *% 64% 64% 79% *% 79% *% 86% 86% 39% 1% 40% *% 37% 37% 29% 0% 29% 0% 13% 13% 37% 2% 39% 4% 43% 47% Creation of new national players Region I Brazil Region II National presence (Oi and BrT) |
 7 14.8 8.6 17.6 12.5 11.2 9.2 0.5 2.8 12.8 1.4 Em- bratel Net Telesp Vivo 20.5 29.3 Oi BrT Claro Current Announced Acquisitions 41.5 TIM 154.3 50.0 17.6 11.2 31.3 0.5 84.4 1.4 Brazilian Group Spanish Group Mexican Group America Movill Telmex Telefo- nica 81.3 29.3 Oi BrT 240.1 TI Global Brazil Source: Companies’ financial statements. With the acquisition of BrT, Oi’s size would be comparable to that of its competitors in Brazil Net Revenues in 2007 R$ billion Net revenues in 2007 R$ billion Current Announced Acquisitions Brazilian Group Spanish Group Mexican Group Telemig Amaz. Telemig Amazônia |
 8 Backbone Oi + BRT In the market for domestic corporate networks, there will finally be a player with domestic backbone comparable to that of Embratel Embratel • 23 state capitals • Covers all 30 most populated cities Oi • 18 state capitals • 26 of 30 most populated cities Brasil Telecom • 12 state capitals • 17 of 30 most populated cities • 23 state capitals • 29 of the 30 most populated cities TOTAL Oi +BRT Backbone Embratel Hispamar Satellite + Venezuela USA French Guiana Uruguai Argentina USA Africa & Portugal + 4 satellites |
 9 In terms of mobile network, the acquisition of BrT places Oi as the 4 largest player with national coverage, with current market share of 17.9% in Brazil and significant growth opportunities Market Share 25.8% 25.0% 56.7% Vivo + TIM + 27.7% 3.2% 30.9% = + 13.2% 3.5% 1.2% 17.9% = + Position as of december 31, 2007 th |
 10 Telecom is a scale business due to rapid technological changes and its capital-intensive nature, and consolidations are a natural trend Source: FCC, US Department of Justice, companies, Company analysis 1998 1999 2000 2005 2006 1997 Focus Local Local Local Local Local LD, data Local LD, data Mergers and Acquisitions Local Local Local LD, data LD |
 11 (1) Countries where the four companies work as incumbents; (2) Finland does not have only one
incumbent, but the company Telia Sonera holds the largest market share in the country. Source: Ovum, Morgan Stanley, companies, Company analysis The need for scale has also driven an intense consolidation movement in the European Market • Germany • Croatia • Hungary • Macedonia • Montenegro • Slovakia Deutsche Telekom • Spain • Czech Republic • Italy Telefónica • France • Poland France Telecom Presence of the European major incumbents • Sweden • Finland • Estonia • Lithuania TeliaSonera Deutsche Telekom Telefónica France Telecom TeliaSonera 2 1 |
  12 In the technological environment, content becomes independent of the distribution network via convergence, thus enabling the offering of integrated packages of services and benefiting the consumer Original Scenario Convergent Scenario Fixed/Mobile telecom Broadband Cable TV Convergent Network Service package • Access limited to the subscribers of a specific service • Access to all services on any device Voice (Fixed and Mobile) Video Data Consumer Service/ product Device Distribution Content Voice (Fixed and Mobile) Video Data Fixed and Mobile ADSL Cable, DTH and MMDS • Many providers for each user • One-stop- shop |
   13 45 122 59 38 40 78 226 The strategy of Oi’s main direct competitors in Brazil also contemplates growth via consolidation Spanish Group – Accesses million 2001 2007 Countries where the Spanish Group was present as of 2001 New markets Spanish Group – Market Value EUR billion 2001 2007 Spain 57 154 Mexican Group – Accesses million 68 110 31 9 40 178 2001 2007 Mexico New markets Mexican Group – Market Value MEX billion 2001 2007 143 28 Source: Company site and Company analysis |
 14 13.9 9.0 22.9 The merger between Oi and BrT creates a company that will be the 30 th largest telecom operator worldwide 1 Market Values of the operating companies (TMAR and BRTO) as of 03/31/08; considering USD PTAX of the same day (R$1.7491) 2 Market Values as of 03/31/08 3 Market Value obtained by the simple sum of Oi+BrT values Source: Morgan Stanley, companies’ website and Company analysis Oi and BrT - Market Value and Global Telecom Ranking US$ billion Largest telecom operators by Market Value Position in Global Ranking Oi BrT 39 th 48 th 30 th Before After 12.6 PLDT 43 9.0 BrT 48 9.1 Advanced Info Service 47 14.4 TELUS Corp 38 9.9 Telekom Austria 46 11.5 Telekom Malaysia 45 12.4 Telesp 44 13.6 Portugal Telecom 41 13.9 KT Corp 40 14.6 OTE Hellenic 37 18.2 Turkcell 34 18.8 Swisscom 32 19.9 PT Telekomunikasi 30 24.1 Bouygues 29 26.7 Rogers Com 27 28.2 China Unicom 26 13.9 Oi 39 13.6 TPSA 42 29.0 BCE Inc. 25 24.1 Chunghwa 28 19.3 China Netcom 31 18.4 Sprint Nextel 33 16.1 Belgacom 35 15.9 SK Telecom 36 # Company (US$ bi) 101.2 Verizon 6 30.5 KDDI 24 32.8 KPN 21 32.9 MTN Group 20 34.1 Telenor 19 37.4 Telmex 17 38.2 Bharti 15 45.8 Singapore Telecom 13 51.7 Telstra Corporation 12 67.7 NTT DoCoMo 9 34.6 TeliaSonera 18 31.6 Vimpelcom 22 31.0 Mobile TeleSystems 23 159.4 Vodafone 3 139.4 Telefonica 4 110.7 America Movil 5 97.2 France Telecom 7 77.1 Deutsche Telekom 7 62.6 NTT 10 53.6 China Telecom 11 41.9 Telecom Italia 14 37.4 BT Group plc 16 2 1 # AT&T China Mobile Company 226.0 330.3 (US$ bi) Oi + BrT 3 1 2 |
 15 In summary, the combination of Oi and BrT is positive to all stakeholders (society, government, shareholders and resulting company) • Irrelevant impact on market concentration; • Creation of another competitor with national coverage; • Significant efficiencies in the value chain; and … The arguments that supported the imposition of legal impediments to the combination are no longer valid |
 16 Agenda 16 Restructuring of Telemar Participações 3 Rationale of the Acquisition 5 Proposed
Transaction 17 |
   17 Simplified Structure of the Acquisition of Brasil Telecom • TMAR contracts a Commission Agent to purchase Invitel Step 1 • TMAR acquires Invitel Step 5 • Merger (“Incorporação”) of Invitel into Brasil Telecom Participações Step 7 • Merger (“Incorporação”) of Brasil Telecom Participações into Brasil Telecom Step 8 Regulatory approval (ANATEL and CADE) • Brasil Telecom share exchange (“Incorporação de Ações”) into TMAR Step 9 • TMAR makes a voluntary tender offer for 1/3 of the free-float of preferred shares of Brasil Telecom Participações and Brasil Telecom: BRTP4 (R$30.47) and BRTO4 (R$23.42) Step 3 • Commission Agent transfers the “right to purchase” Invitel share to TMAR Step 4 • TMAR releases Material Fact with details of the operation Step 2 • TMAR makes the tag-along tender offer for common shares held by Brasil Telecom Participações and Brasil Telecom minority shareholders: BRTP3 (R$57.85) and BRTO3 (R$54.31) Step 6 |
    18 Additional information about mergers, voluntary tender offers and tag-along tender offers NOTE: BRTP3/4: Brasil Telecom Participações ON/PN; BRTO3/4: Brasil Telecom
S.A. ON/PN; TMAR3/5: Telemar Norte Leste ON/PNA; 1) Volume weighted average share prices (VWAP) for each of the class of shares on the Bovespa, for 90 days ending April 23, 2008. TMAR3 and TMAR5 adjusted by extraordinary dividends of R$15.5494 and R$17.1045 respectively Source: Economática Average Prices Exchange Ratios Step 8 Step 9 Tender Offer Prices Tag-along tender offer BRTP3: R$ 57.85 BRTO3: R$ 54.31 BRTP3 1.2200534 BRTO3 0.4137146 TMAR3 BRTP4 0.1729971 BRTO3 0.4137146 TMAR3 0.9106649 BRTO4 0.2530852 TMAR5 Direct Relations BRP vs Oi (TMAR) BRTP BRTO Oi (TMAR) Ratios Ratios Voluntary tender offer: BRTP4: R$ 30.47 BRTO4: R$ 23.42 BRTP3: R$ 48.6234 BRTP4: R$ 22.9818 BRTO3: R$ 39.8535 BRTO4: R$ 17.6654 TMAR3: R$ 96.3309 TMAR5: R$ 69.8002 0.5047539 0.0715714 0.2304758 1 |
 19 Value of the Controlling Price: Market based • The value of BrT control acquisition should be analyzed through the comparison of the
price paid per share with the controlling price implicit in the market
Price paid for the controlling BRTP3 share (ON) Hypothesis (a): BRTP3 Prices on April 23, 2008 – Implicit premium for the controlling shares: +25% (art. 254-A of Law 6,404 of December 15, 1976) – 80% Tag-along – Implicit price for the controlling BRTP3 shares (R$50.50/0.80) – Premium of the acquisition price as compared to the implicit controlling BRTP3 shares in the market Hypothesis (b): 90-day average of BRTP3 prices, ended April 23, 2008 – Implicit premium for the controlling BRTP3 shares: +25% (art. 254-A of Law 6,404 of December 15, 1976) – 80% Tag-along – Implicit price for the controlling BRTP3 shares (R$48.62/0.80) – Premium of the acquisition price as compared to the implicit controlling BRTP3 shares in the market R$72.31 R$50.50 R$63.13 +14.5% R$48.62 R$60.78 +19.0% |
 20 Evolution of Corporate Structure Current Situation Transition Situation (ANATEL approval) Situation after Acquisitions and Mergers Telemar Norte Leste S.A. (TMAR) Techold BRTP BRTO BrT GSM Telemar Norte Leste S.A. (TMAR) BRTO 100% 100% TmarPart Telemar Norte Leste S.A. (TMAR) TNLP (TNE) TNLP (TNE) TmarPart TmarPart TNLP (TNE) BrT GSM |
 21 Q & A |
 22 This presentation contains forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements and involve inherent risks and uncertainties. These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Forward- looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events Rua Humberto de Campos, 425 / 7th floor Leblon - Rio de Janeiro - RJ E-mail: invest@oi.net.br Visit our website: www.oi.com.br/ir 55 21 3131-1315 Cristiana Ortigão IR Contacts 55 21 3131-1317 Lívia Guimarães 55 21 3131-1316 Bernardo Guttmann 55 21 3131-1314 Carolina Gava Silveira 55 21 3131-1211 Roberto Terziani |