UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
Securities Act Rule 801 (Rights Offering) | ¨ | ||
Securities Act Rule 802 (Exchange Offer) | ¨ | ||
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) | x | ||
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) | ¨ | ||
Exchange Act Rule 14e-2(d) (Subject Company Response) | ¨ | ||
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) | ¨ |
Brasil Telecom Participações S.A.
(Name of Subject Company)
Brasil Telecom Holding Company
(Translation of Subject Companys Name into English (if applicable))
Federative Republic of Brazil
(Jurisdiction of Subject Companys Incorporation or Organization)
Telemar Norte Leste S.A.
(Name of Person(s) Furnishing Form)
Common Stock
(Title of Class of Subject Securities)
N/A
(CUSIP Number of Class of Securities (if applicable))
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 (including zip code) and Telephone Number (including area code) of
Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
Copies to:
Mark O. Bagnall
White & Case LLP
Wachovia Financial Center, Suite 4900
200 South Biscayne Boulevard
Miami, FL 33131
Tel: (305) 371-2700
May 22, 2009
(Date Tender Offer/Rights Offering Commenced)
PART I
INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
The following exhibit is attached to this Form CB as Exhibit A:
Notice of Mandatory Tender Offer for Acquisition of Common Shares issued by Brasil Telecom Participações S.A. dated May 22, 2009 (English translation).
The following exhibit is attached to this Form CB as Exhibit B:
Valuation Report pursuant to CVM Instruction Number 361, dated January 23, 2009, prepared by Credit Suisse (Brasil) S.A. Corretora de Títulos e Valores Mobiliários for Telemar on Brasil Telecom Participações S.A. common shares (English translation).
Item 2. Information Legends
Not Applicable
PART II
INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
Not Applicable
PART III
CONSENT TO SERVICE OF PROCESS
A written irrevocable consent and power of attorney on Form F-X is being filed by Telemar Norte Leste S.A. concurrently with this Form CB.
PART IV
SIGNATURES
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.
TELEMAR NORTE LESTE S.A. | ||||||
Dated: May 22, 2009 | ||||||
By: | /s/ Alex Waldemar Zornig | |||||
Name: | Alex Waldemar Zornig | |||||
Title: | Chief Financial Officer | |||||
By: | /s/ Luiz Eduardo Falco Pires Corrêa | |||||
Name: | Luiz Eduardo Falco Pires Corrêa | |||||
Title: | Chief Executive Officer |
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