SC 14D9
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
BRASIL
TELECOM PARTICIPAÇÕES S.A.
(Name of Subject
Company)
BRASIL
TELECOM PARTICIPAÇÕES S.A.
(Name of Person(s) Filing
Statement)
Preferred
Shares, without par value, and
American Depositary Shares, each representing five Preferred
Shares
(Title of Class of
Securities)
105530109
(CUSIP Number of American
Depositary Shares)
Paulo
Narcélio Simões Amaral
Financial Executive Officer
SIA Sul, Área de Serviços Públicos, Lote D, Bloco
B
Brasília, D.F., 71.215-000
Federative Republic of Brazil
Tel: +55 61
3415-1140
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications on
Behalf of the Person(s) Filing Statement)
Copies
To:
Mark F.
McElreath
Alston & Bird LLP
90 Park Ave.
New York, New York 10016
Tel:
212-210-9595
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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SCHEDULE 14D-9
This
Schedule 14D-9
relates to the offer by COPART 1 Participações S.A.,
or COPART 1, a sociedade anônima organized under the
laws of the Federative Republic of Brazil and a wholly-owned
indirect subsidiary of Telemar Norte Leste S.A., or Telemar,
which is a sociedade anônima organized under the
laws of the Federative Republic of Brazil and a subsidiary of
Tele Norte Leste Participações S.A., or TNL, a
sociedade anônima organized under the laws of the
Federative Republic of Brazil (collectively, the Offerors), to
purchase up to 20,826,442 preferred shares, without par value,
including preferred shares represented by American Depositary
Shares, or ADSs (collectively, the Securities), of Brasil
Telecom Participações S.A., a sociedade
anônima organized under the laws of the Federative
Republic of Brazil, referred to as Brasil Telecom Holding or the
Company, other than preferred shares owned directly or
indirectly by the Offerors, the controlling shareholders of
Brasil Telecom Holding, or any of their affiliates, at a price
of R$30.47 per preferred share (for reference, equivalent to
approximately U.S.$94.49 per ADS based on (i) one ADS
representing five preferred shares and (ii) the average of
the buy and sell U.S. dollar-Brazilian real exchange
rates indicated under transaction PTAX 800, option 5
published by the Central Bank of Brazil, or the Central Bank,
through the SISBACEN system at 7:00 p.m., Brasilia time
(6:00 p.m., New York City time) on June 17, 2008,
which was U.S.$1.00=R$1.6123) in cash, net of stock exchange and
settlement fees described in the Offer to Purchase dated
June 19, 2008, any applicable brokerage fees or
commissions, and applicable withholding taxes, upon the terms
and subject to the conditions set forth in the Offer to Purchase
and in a related Letter of Transmittal, copies of which were
filed with the Securities and Exchange Commission, or the SEC,
on June 19, 2008.
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ITEM 1.
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SUBJECT
COMPANY INFORMATION.
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The name of the subject company is Brasil Telecom
Participações S.A., a sociedade anônima
organized under the laws of the Federative Republic of
Brazil, or Brasil Telecom Holding. The address of the principal
executive offices of Brasil Telecom Holding is SIA Sul,
Área de Serviços Públicos, Lote D, Bloco B,
Brasília,
D.F., 71.215-000,
Federative Republic of Brazil, and the telephone number is +55
61 3415-1140.
The title of the class of equity securities to which this
Schedule 14D-9
relates is preferred shares, without par value, including
preferred shares represented by American Depositary Shares, or
ADSs. As of June 26, 2008, 229,937,525 preferred shares
were outstanding, including 95,292,745 preferred shares
represented by ADSs.
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ITEM 2.
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IDENTITY
AND BACKGROUND OF FILING PERSON.
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This
Schedule 14D-9
is being filed by Brasil Telecom Holding, the subject company.
Brasil Telecom Holdings subsidiary is Brasil Telecom S.A.,
or Brasil Telecom. Brasil Telecom Holdings business
address and telephone number are set forth in Item 1 above.
This
Schedule 14D-9
relates to a tender offer by the Offerors to purchase up to
20,826,442 preferred shares, without par value, including
preferred shares represented by ADSs, at a price of R$30.47 per
preferred share (for reference, equivalent to approximately
U.S.$94.49 per ADS). The offer to purchase preferred shares of
Brasil Telecom Holding is being made pursuant to the Offer to
Purchase and a related Letter of Transmittal. The tender offer
is described in a Tender Offer Statement on Schedule TO (as
amended and supplemented from time to time, the
Schedule TO), which was filed with the SEC on June 19,
2008. As set forth in the Offer to Purchase incorporated by
reference into the Schedule TO, the principal business
address of each of the Offerors is Rua Humberto de Campos, 425,
5th floor,
Leblon, Rio de Janeiro, RJ, Brazil
22430-190,
and the telephone number is
+55 21 3131-1315.
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ITEM 3.
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PAST
CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
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Except as described in this Item 3, on the date of the
filing of this
Schedule 14D-9,
there is no material agreement, arrangement or understanding or
any actual or potential conflict of interest between the
Offerors, their officers, directors and affiliates, on the one
hand, and Brasil Telecom Holding and its officers, directors and
affiliates, on the other.
According to the disclosures set forth in the Offer to Purchase,
as of June 17, 2008, COPART 1 owned 55,819,400 preferred
shares, representing 24.3% of the total number of Brasil Telecom
Holdings preferred shares,
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and 15.3% of the total number of Brasil Telecom Holdings
common shares and preferred shares. In addition, BNDES
Participações S.A. BNDESPar, or BNDESPAR,
one of the controlling shareholders of Telemar
Participações S.A., or TmarPart, a holding company
whose primary asset is its equity interest in TNL, owned
1,271,490 common shares of Brasil Telecom Holding, representing
0.9% of the total number of Brasil Telecom Holdings common
shares (excluding treasury shares), and 11,498,991 preferred
shares, representing 5.0% of the total number of Brasil Telecom
Holdings preferred shares, and, in the aggregate, 3.5% of
the total number of Brasil Telecom Holdings common shares
and preferred shares.
To the best of our knowledge, each of TNL, TmarPart, BNDESPar,
Fiago Participações S.A., or Fiago, L.F. Tel S.A., or
L.F. Tel, AG Telecom Participações S.A., or AG
TelPart, and Fundação Atlântico de Seguridade
Social, or FASS, and the directors and executive officers of
COPART 1, Telemar, TNL, TmarPart, BNDESPar, Fiago, L.F. Tel, AG
TelPart and FASS are deemed to be beneficial owners of the
common and preferred shares of Brasil Telecom Holding owned by
COPART 1 pursuant to the Securities Exchange Act of 1934, as
amended, or the Exchange Act. To the knowledge of Brasil Telecom
Holding, other than as set forth in the preceding paragraph,
none of COPART 1, Telemar, TNL, TmarPart, BNDESPar, Fiago, L.F.
Tel, AG TelPart or FASS, any of the directors or executive
officers of COPART 1, Telemar, TNL, TmarPart, BNDESPar, Fiago,
L.F. Tel, AG TelPart or FASS, beneficially owns any preferred
shares.
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ITEM 4.
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THE
SOLICITATION OR RECOMMENDATION.
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Recommendation
of the Company
Brasil Telecom Holding expresses no opinion and remains neutral
with respect to the tender offer. In determining that Brasil
Telecom Holding would express no opinion and would remain
neutral with respect to the tender offer, the Company noted that
Brazilian law, which governs the duties and obligations of
Brasil Telecom Holdings Board of Directors, does not
impose any obligation on Brasil Telecom Holding or Brasil
Telecom Holdings Board of Directors to make any statement
or recommendation in connection with the tender offer.
The Company has not made a determination whether the tender
offer is fair to or in the best interests of the Companys
shareholders and is not making a recommendation regarding
whether the Companys shareholders should accept the tender
offer and tender their preferred shares, and if so how many
shares to tender, or reject the tender offer and not tender
their preferred shares. The Company believes that a
shareholders decision on whether or not to tender shares
in the tender offer and, if so, how many shares to tender, is a
personal investment decision based upon each individual
shareholders particular circumstances. The Company
believes that each shareholder should review the tender offer,
consult with such holders financial, tax and accounting
advisors and make an independent determination.
Intent to
Tender
As of June 27, 2008, of Brasil Telecom Holdings
directors, officers and members of its fiscal council, only
Sergio Spinelli Silva Junior, José Arthur Escodro and Romel
Alves Domingues own preferred shares. Mr. Spinelli owns 25
preferred shares, Mr. Escodro owns 5 preferred shares and
Mr. Domingues owns one preferred share. To the best of its
knowledge, Brasil Telecom Holding is not aware of whether
Mr. Spinelli, Mr. Escodro or Mr. Domingues intend
to tender such preferred shares in the tender offer and is not
aware of any recommendations made by them.
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ITEM 5.
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PERSON/ASSETS,
RETAINED, EMPLOYED, COMPENSATED OR USED.
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Neither Brasil Telecom Holding nor any person acting on its
behalf has directly or indirectly employed, retained or
compensated, or currently intends to employ, retain or
compensate, any other person to make solicitations or
recommendations to holders of Preferred Shares (including
Preferred Shares represented by ADSs) on Brasil Telecom
Holdings behalf with respect to the tender offer.
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ITEM 6.
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INTEREST
IN SECURITIES OF THE SUBJECT COMPANY.
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To the Companys knowledge, no transactions in the
preferred shares have been effected during the past 60 days
by the Company or by any executive officer, director, affiliate
or subsidiary of the Company.
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ITEM 7.
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PURPOSES
OF THE TRANSACTION AND PLANS OR PROPOSALS.
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Brasil Telecom Holding is not undertaking or engaged in any
negotiations in response to the tender offer which relate to
(i) a tender offer or other acquisition of Brasil Telecom
Holdings securities by Brasil Telecom Holding, its
subsidiaries or any other person, (ii) any extraordinary
transaction, such as a merger, reorganization or liquidation,
involving Brasil Telecom Holding, or its subsidiaries,
(iii) any purchase, sale or transfer of a material amount
of the assets of Brasil Telecom Holding or its subsidiaries or
(iv) any material change in the present dividend rate or
policy, or indebtedness or capitalization of Brasil Telecom
Holding. There are no transactions, board resolutions,
agreements in principle or signed contracts that have been
entered into in response to the tender offer that relate to one
or more of the matters referred to in this Item 7.
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ITEM 8.
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ADDITIONAL
INFORMATION.
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Not applicable
(a) Not applicable.
(e) Not applicable.
(g) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
BRASIL TELECOM PARTICIPAÇÕES S.A.
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/s/ Ricardo
Knoepfelmacher
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Ricardo Knoepfelmacher
Chief Executive Officer
Dated: July 03, 2008
/s/ Paulo
Narcélio Simões Amaral
Paulo Narcélio Simões Amaral
Chief Financial Officer and Investor Relations Officer
Dated: July 03, 2008
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