Board of Directors of TCP, TCO, TSD, TLE and CRTPART approve Corporate Restructuring

Share Name	Share Symbol	Market	Type	Share ISIN	Share Description
Trochus	LSE:TRO	London	Ordinary Share	GB00B1WD8J84	ORD 10P

Industry Sector	Turnover	Profit	EPS - Basic	PE Ratio	Market Cap
	0	0		N/A	0

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The announced corporate restructuring will concentrate the shareholders in a single listed company, to be named Vivo Participacoes, S.A., after the approval of the of the corporate restructuring in an EGM. SAO PAULO, Brazil, Dec. 5 /PRNewswire-FirstCall/ -- The Board of Directors of Telesp Celular Participacoes S.A. ("TCP"), Tele Centro Oeste Celular Participacoes S.A. ("TCO"), Tele Sudeste Celular Participacoes S.A. ("TSD"), Tele Leste Celular Participacoes S.A. ("TLE") and Celular CRT Participacoes S.A. ("CRT Part."), announce that, in meetings held on December 4, 2005, they approved the proposal to carry out a Corporate Restructuring. The various steps involved in the Restructuring, described herein, will became effective following approval in the respective Extraordinary Shareholders' Meetings (EGM) which are scheduled for February 8, 2006. The Vivo restructuring will consist of the merger of shares of TCO into TCP and the merger of TSD, TLE and CRT Part. into TCP, which will be renamed Vivo Participacoes S.A. As a consequence of such restructuring, shareholders of the TCO, TSD, TLE and CRT Part. will receive shares of TCP, in accordance with the exchange ratios determined based on the respective valuations undertaken by Goldman Sachs & Companhia ("laudos de avaliacao"). Benefits of restructuring for Shareholders The Companies believe that the Corporate Restructuring, which will result in the concentration of the shareholders in one public company to be named Vivo Participacoes S.A., listed on the Sao Paulo Stock Exchange (Bovespa) and NYSE, will simplify the current organizational structure, reducing costs and creating value for the shareholders. The most relevant benefits include: Consolidation of Vivo's position: The shareholder restructuring is a major step in the consolidation of Vivo as the leading Brazilian mobile operator. Simplified Organization: The incorporation of the Companies for the Vivo Group simplifies the current organizational structure, allowing an increase in the operational efficiency, a simplification of internal procedures and further transparency in the management of the company as well as the corporative governance. Further Synergies: The Company believes that the shareholder restructuring will create important synergies. Lower Stock Exchange Fees: A single listing for Vivo Participacoes S.A should reduce current costs linked to the maintenance of the listing of the other four listed companies. Increasing Shares Liquidity: It is expected that the concentration of the current shareholder bases of the companies into one publicly listed company, Vivo Participacoes, will provide an increase in the share liquidity in the markets in which it is listed, enhancing the liquidity and visibility on the Bovespa and on the NYSE. Transaction Highlights - The proposed exchange ratios relating to the Corporate Restructuring are as follows: 3.0830 new shares or ADS of TCP for every 1 share or ADS of TCO 3.2879 new shares or ADS of TCP for every 1 share or ADS of TSD 3.8998 new shares or ADS of TCP for every 1 share or ADS of TLE 7.0294 new shares of TCP for every 1 share of CRT Part. - Holders of voting shares (ON shares) will receive new voting shares, and holders of preferred shares (PN shares) or ADSs representing PN shares will receive new PN shares or ADSs, respectively, of TCP, which will be renamed Vivo Participacoes S.A. - The Extraordinary General Meeting to approve the transaction is scheduled to be held on February, 8, 2006. - After the Extraordinary General Meeting upon approval of the transaction the mergers will become effective. The Companies TSD, TLE and CRT Part. will be merged into TCP and will cease to exist. TCO will become wholly-owned subsidiary of TCP. - Holders of ON shares and PN shares of TCP and TSD and ON shares of CRT Part., TLE and TCO that dissent from the Corporate Restructuring will have the appraisal rights with respect to shares they are proven to hold on the date of the communication of the "Fato Relevante" relating to the Corporate Restructuring. - The period to exercise the appraisal rights is 30 days from the date of publication of the minutes of the EGMs. * The rights of the shareholders of TCP, TCO, TSD, TLE and CRT Part. will remain unchanged in relation to interest on shareholders' equity and dividends relating to the fiscal year of 2005, if the companies have a profit balance to distribute. In this regard, the Boards of Directors of TCO, TSD and CRT Part. approved in the meetings held on December 4,2005 the payment of interest on shareholders' equity, and the Boards of TCO and CRT Part. also approved the payment of interim dividends, in each case related to the fiscal year of 2005, assuring to the shareholders the payment of the minimum mandatory dividends contemplated in the bylaws for the fiscal year of 2005. * The new TCP shares (ON and PN) which will be issued in substitution for the TCO, TSD, TLE and CRT Part. shares, will have the same rights that the outstanding TCP ON and PN shares have today. Advisors and appraisers Goldman Sachs was retained by TCP as the investment bank responsible for providing the economic valuation reports of TCP, TCO, TSD, CRT Part. and TLE ("laudos de avaliacao"), which were the basis for the Board of Directors of TCP to define the exchange ratios for the proposed mergers. Merrill Lynch was hired by TCP to advise it on aspects of the transactions. UBS was hired by TCO, TSD, CRT Part. and TLE to act as their advisor in connection with the transactions. Planconsult Planejamento e Consultoria was hired by TCP and was responsible for providing the Vivo Companies' valuation according to the book values at market prices. Machado, Meyer, Sendacz, Opice Advogados and Simpson Thacher & Bartlett LLP, were hired by the Vivo companies to provide legal advice on the transaction. Deloitte Touche Tohmatsu Auditores Independentes, the Vivo Companies' independent auditors, were retained to audit the financial statements which have been used to determine certain accounting values necessary for the transactions. Notice in accordance with SEC regulations: This press release is not an offering document and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Investors in American Depositary Shares of TCP, TCO, TSD and TLE and U.S. holders of ordinary shares and preferred shares of TCP, TCO, TSD, TLE and CRT Part. and, together with TCP, TCO, TSD and TLE, the "Companies") are urged to read the U.S. prospectus applicable to that Company (or, in the case of holders of ADSs or shares of TCP, other applicable information disseminated by TCP) when it becomes available, because they will contain important information. The U.S. prospectuses prepared for holders of ADSs of TCO, TSD and TLE and for U.S. holders of ordinary shares and preferred shares of TCO, TSD, TLE and CRT Part. will be filed with the SEC as part of Registration Statements on Form F-4 of TCP. Investors and security holders may obtain a free copy of the applicable U.S. prospectus (when available) and other documents filed by TCP with the SEC at the SEC's website at http://www.sec.gov/. A copy of the applicable U.S. prospectus (when available) may also be obtained for free from TCP. For more information about the Corporate Restructuring, investors should consult the Relevant Fact released today, which provides more details regarding the transaction. The Relevant Fact, which will be published on December 6, 2005 in the newspaper Gazeta Mercantil, is also available on the websites of the Companies. Forward-looking statements This press release contains forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates," "believes," "estimates," "expects," "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding business strategies, future synergies, administrative costs and increased liquidity of the Vivo Companies are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur, nor that the future performance of the Vivo Companies will be consistent with these statements. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations. DATASOURCE: Telesp Celular Participacoes S.A. CONTACT: Charles Allen, Head of Investor Relations of Telesp Celular Participacoes S.A., +55-11-5105-1172,

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