Tele Norte Celular Participacoes SA (Amazonia Celular)

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Tele Norte Celular Participacoes S.A. or Amazonia Celular was one of the 12 holding companies in which the assets of the state-owned Telebras were divided for their privatization. The remaining 11 holding companies are comprised of one long distance company (Embratel), seven wireless (A-band) companies, and three wireline companies. Before its restructuration, Telebras system was comprised of 27 state wireline companies, 26 state wireless (A-band) companies, and one long distance company (Embratel). Tele Norte Participacoes SA controls five cellular mobile telephone companies in the North of Brazil and provides these cellular mobile services through A-band (800s MHz). Tele Norte Participacoes SA was created to own the equity participation of Telebras in five companies – Telamazon Celular SA (80.3%), Telaima Celular SA (86.9%), Telepara Celular SA (69%), Teleamapa Celular SA (90.6%), and Telma Celular SA (66.8%). Tele Norte Celular Participacoes SA serves the states of Amazonas, Roraima, Para, Amapa and Maranhao. Like the other eleven companies created from Telebras, Tele Norte Celular Participacoes SA was fully privatized through an international competitive bidding in July 1998 when the Brazilian federal government sold its equity participation for US$ 162 million (R$188 million) to the consortium Telepart Participacoes led by Telesystem International Wireless (TIW) and Banco Opportunity. Tele Norte Celular Participacoes SA was sold with a premium of 108.9 percent over the minimum set by the Brazilian government. In March 2003, TIW sold its shares to its local partners for US$ 70 million (TIW held a 49% stake in the Telepart). After the transaction, Opportunity became the controller and the other shareholders are pension funds such as Previ (the pension fund of Banco do Brasil), Petros (pension fund of Petrobras), Telos (pension fund of Embratel), Sistel and Funcef. In April 2008, Amazonia was merged into Oi, a part of Telemar (project 1483). Specifically, Telemar purchased 1,292,679 common shares and 3,715 preferred shares of TNCP, representing 51.9% of the common shares, l1% of the preferred shares and 19.3% of the total shares of TNCP for an aggregate price of R$129 million as well as rights for subscription of new shares for R$23 million. Additional shares were purchased in August 2008, October 2008 and January 2009 giving Telemar control of 98.7% of the outstanding share capital of TNCP including 99% of the common shares of TNCP. This purchase gave Telemar an indirect stake of 92.8% of the share capital in Amazonia Celular and 93.3% of Amazonia Celular's common shares. Telpart Participacoes is a mutual/pension fund led by Opportunity Amazonia merged in 2Q 2008