Telesp Celular Participacoes S.A. Announces Voluntary Cash Tender Offer for Preferred Shares of TCO SAO PAULO, Brazil, Aug. 25 /PRNewswire-FirstCall/ -- Telesp Celular Participacoes S.A. - "TCP" or "Company" (NYSE: TCP; and BOVESPA: TSPP3 (common shares), TSPP4 (preferred shares)), and Tele Centro Oeste Celular Participacoes S.A. - "TCO" (NYSE: TRO; and BOVESPA: TCOC3 (common shares), TCOC4 (preferred shares)), inform their respective shareholders that the Board of Directors of TCP, the controlling shareholder of TCO, intends to launch a Voluntary Public Tender Offer ("VTO") for the acquisition of up to 84,252,534,000 preferred shares issued by TCO ("Maximum Number of Shares"). In no event will TCP purchase more than the Maximum Number of Shares. In the event of excess of demand in the auction, a pro rata adjustment will be made among the shareholders participating in the VTO. The price will be R$10.70 (ten Brazilian reais and seventy centavos) per lot of thousand shares ("Price"), which represents a premium of 20% (twenty percent) over the weighted average closing price of the preferred shares of TCO over the last 30 (thirty) trading days on the Sao Paulo Stock Exchange ("Bovespa"). The Price will be paid upon delivery of the shares, in Brazilian reais, pursuant to the rules issued by the Companhia Brasileira de Liquidacao e Custodia - CBLC (the Brazilian Settlement and Custody Company) and the terms that will be set forth in the public notice (Edital) for the VTO. The other terms and conditions of the VTO will be published at the appropriate time by means of an Edital once the procedures for the auction have been agreed with Bovespa. The number of shares that TCP will be offering to acquire has been determined to allow TCP to increase its participation in the share capital of TCO without suppressing the liquidity of the remaining preferred shares for purposes of applicable regulations (specifically Instruction no. 361 of March 5, 2002). Please access the full press release on SEC website, CVM website and or http://www.vivo.com.br/ir. CONFERENCE CALL TO DISCUSS THESE ISSUES English Event: Date: August 25, 2004 (Wednesday) Time: 12 pm (Sao Paulo time) and 11 am (New York time) Telephone: +1 (973) 409-9261 (International participants) Telephone: +1 (888) 335-6974 (US/Canada participants) ID code: Vivo or 5099819 Webcast: http://www.vivo.com.br/ir DATASOURCE: Telesp Celular Participacoes S.A. CONTACT: Investor Relations: Ronald Aitken and Arthur Fonseca, +5511-5105-1182, or , both for Telesp Celular Participacoes S.A. Web site: http://www.vivo.com.br/ir

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