Telenor and Altimo to Create a Leading Emerging Markets Mobile
Operator
(Thomson Reuters ONE) - (OSLO/MOSCOW 5 October 2009) Telenor Group and Altimo (the telecomarm of the Alfa Group) announce an agreement to combine their commonassets in VimpelCom and Kyivstar to create a leading emerging marketsmobile operator.(Press conference at Fornebu at 10:00 CET, see below)The parties have reached an agreement to combine their holdings inOJSC VimpelCom and Kyivstar into a new jointly-owned mobile telecomsoperator, VimpelCom Ltd. The united company will provide high-qualityintegrated mobile telecom services in Russia, Ukraine and other CIScountries, as well as Georgia, Vietnam, Cambodia and Laos. VimpelComLtd. will seek to expand its operations in other rapidly developingmarkets in Europe, Asia and Africa, becoming one of the world'sleading players in the industry.VimpelCom Ltd. is incorporated in Bermuda, will be headquartered inthe Netherlands and will be listed on the NYSE.Key benefits of the proposed transaction include the following:* Establish a leading emerging markets mobile operator with significant in-market and international growth opportunities;* Participation in the value creation from common management of the combined assets;* Attractive dividend potential from cash-generative Russian and Ukrainian operations;* Alignment of Telenor and Altimo's interests going forward in Russia and Ukraine in a listed entity; and* Resolution of all outstanding disputes between Telenor and Altimo.The parties have agreed to suspend all their ongoing legalproceedings and take action to withdraw or settle them prior to thetransaction being completed. The governance structure agreed forVimpelCom Ltd. is designed to significantly reduce the potential fornew disputes between the shareholders.Jon Fredrik Baksaas, President and CEO of Telenor Group, said:"Telenor is proud to take part in creating one of the mostcompetitive and important players in the world of mobilecommunication. VimpelCom Ltd. will have ample opportunities forfuture growth and value creation for the benefit of all shareholders.We have turned a five-year struggle into an exciting venture for thefuture, and are pleased to announce an agreement that will enable usto focus completely on the long term value creation opportunity ofthe new company and put all previous disagreements behind us. Westrongly urge all other OJSC VimpelCom shareholders to support theproposed transaction and join us in forming VimpelCom Ltd."Alexei Reznikovich, CEO of Altimo, said:"Today is a truly historic day for our companies. We witness theappearance of a new star in the global telecom space. Altimo andTelenor have joined together to create a true leader in the telecomsmarket in the interests of all shareholders and subscribers. The newcompany will have unparalleled experience in providing moderntelecoms solutions in strongly competitive environments. Moreover,the new company will be strong financially and therefore much moreattractive to investors all around the globe who are looking forstable investment opportunities. We are confident that this mergerwill substantially increase shareholder value of the new company." Details of ProposalDeal StructureSubject to receiving the required regulatory and other approvals,VimpelCom Ltd. intends to make an offer whereby OJSC VimpelCom sharesand ADRs will be exchanged for Depositary Receipts ("DRs")representing shares in VimpelCom Ltd. (the "Exchange Offer").Immediately following the successful completion of the ExchangeOffer, Telenor and Altimo will contribute their respectiveshareholdings in Kyivstar in exchange for shares in VimpelCom Ltd.The parties expect to complete the proposed Exchange Offer and theother related transactions by mid-2010, following which VimpelComLtd. intends to delist OSJC VimpelCom.A compelling value proposition for OJSC VimpelCom minorityshareholdersThe Exchange Offer will provide an attractive exchange ratio for OJSCVimpelCom minority shareholders. The effective exchange ratio betweenthe equity of OJSC VimpelCom and that of Kyivstar will be 3.40:1. Inaddition to the other transaction benefits highlighted above, OJSCVimpelCom's minority shareholders will benefit from VimpelCom Ltd.'simproved credit profile through Kyivstar's low leverage and high cashconversion.Significant future growth prospectsCombining OJSC VimpelCom and Kyivstar will create one of the largestemerging markets mobile operators. For 2008, the combined revenuesamount to approximately USD12.6bn and the combined EBITDA toUSD6.3bn, with approximately 85 million subscribers at year-end 2008.The parties believe that the combined entity has significant futuregrowth potential, both within its existing markets and throughpotential expansion into new markets in the CIS, Asia and Africa. Inaddition, common management of the combined assets should yieldmeaningful operating efficiencies going forward.Governance principlesVimpelCom Ltd. will have a nine-member board of directors, three ofwhom will be nominated by Telenor, three of whom will be nominated byAltimo, and three of whom will be independent and unaffiliated witheither Telenor or Altimo. The Chairman of the Board will be one ofthe independent directors, unless otherwise agreed. Independent boardmembers will act as a swing vote, with neither Telenor nor Altimohaving a veto on any matter. The parties' shareholders agreement andother agreements, copies of which will be filed with the UnitedStates Securities and Exchange Commission (the "SEC"), are governedby New York law, and the parties have agreed to resolve any futuredisputes through arbitration proceedings in London.Incorporated in Bermuda, headquartered in the Netherlands and listedon the NYSETelenor and Altimo believe that VimpelCom Ltd.'s Bermudaincorporation and the choice of New York governing law will providestability for VimpelCom Ltd. shareholders. Bermuda is a neutraljurisdiction with a well-developed body of corporate law and a numberof NYSE-listed companies. The senior management of VimpelCom Ltd.will be headquartered in Amsterdam. In view of OJSC VimpelCom'shistoric position as the first Russian company to list on the NYSE,the parties have chosen the NYSE for the listing of VimpelCom Ltd.CEOThe parties will announce the selection of VimpelCom Ltd.'s CEO priorto the launch of the Exchange Offer.The parties will continue to rely on the expertise and experience ofsenior management in Russia and Ukraine as the remaining details ofthe new company's business strategy and management structure isfinalised.Description of the TransactionsAssuming successful completion of the Exchange Offer, OJSC VimpelComwill become a wholly-owned subsidiary of VimpelCom Ltd. In addition,subject to receiving the required regulatory and other approvals,immediately upon completion of the Exchange Offer, Telenor and Altimowill contribute their respective Kyivstar shares to an entity thatwill become a subsidiary of VimpelCom Ltd. in exchange for shares inVimpelCom Ltd. (the "Kyivstar Share Exchange").Pursuant to the proposed Exchange Offer, VimpelCom Ltd. intends tooffer:* to all holders of OJSC VimpelCom ADRs: 1 VimpelCom Ltd. Common DR or 0.0005 Russian Rubles in exchange for each OJSC VimpelCom ADR;* to all holders of OJSC VimpelCom common shares: 20 VimpelCom Ltd. Common DRs or 0.01 Russian Rubles in exchange for each OJSC VimpelCom common share; and* to all holders of OJSC VimpelCom preferred shares: 20 VimpelCom Ltd. Preferred DRs or 0.01 Russian Rubles in exchange for each OJSC VimpelCom preferred share.1When Telenor and Altimo contribute their Kyivstar shares to VimpelComLtd., the effective exchange ratio will be 28.225 VimpelCom Ltd.shares for each Kyivstar share.2The completion of the Exchange Offer will be conditional on obtainingmore than 95% of OJSC VimpelCom's outstanding voting shares on afully diluted basis, as well as the expiration or termination of anyapplicable regulatory waiting periods, the receipt of certainregulatory approvals, the receipt of waivers or consents from certainthird parties, the withdrawal in their entirety or dismissal withprejudice of specified legal and regulatory proceedings, there beingno orders or actions prohibiting or preventing the proposedtransactions and certain other conditions specified in the agreementsbetween the parties that will be described in the materials to befiled with the SEC. Following the successful completion of theExchange Offer, a squeeze-out procedure will be launched for any OJSCVimpelCom shares or ADRs not tendered, and the OJSC VimpelCom sharesand ADRs will be delisted.Upon completion of both the Exchange Offer and the Kyivstar ShareExchange, the ownership in VimpelCom Ltd. will be distributed as perthe table below.Shareholders of VimpelCom Economic ownershipLtd. %* Voting ownership %*Telenor 38.84 35.42Altimo 38.46 43.89Free float 22.70 20.69Total 100.0% 100.0%* Ownership percentages assume 100% take-up of the Exchange OfferThe parties expect to complete the proposed Exchange Offer, theKyivstar Share Exchange and the related transactions by mid-2010.Telenor, Altimo and VimpelCom Ltd.'s respective governing bodies haveapproved the agreements and the proposed transactions. In addition,OJSC VimpelCom's Board of Directors has expressed its support for theproposed Exchange Offer.To the editorial offices:Press conference at 10:00 CETTelenor will hold a press conference on Monday, 5 October, at 10:00hrs Norwegian time/CET. The presentation will be held in AuditoriumA, Telenor Expo Visitors' Centre, at the Telenor Headquarters atFornebu outside Oslo. President and CEO Jon Fredrik Baksaas and EVPJan Edvard Thygesen will make the presentation, which will be inEnglish.The press conference will be broadcast live over the Internet. Norecording will be available after the conference. The conference willalso be available live on mobile phones with 3G, GPRS or EDGE. Formore details please refer tohttp://www.telenor.com/en/investor-relations/presentations/presentation-20091005/The press conference will also be available as a conference call.This service also allows participants to ask questions at aconcluding Q&A session, which will be held immediately after thepresentation and a Q&A session in the auditorium. Please register atleast 10 minutes before the conference starts, by calling:(+47) 800 80 119 (from Norway) or(+47) 23 00 04 00 (from Norway or abroad).Investor conference call at 15:00 CETA conference call will be held on Monday, 5 October, at 15:00 CET /09:00 New York time. Jan Edvard Thygesen, Executive Vice Presidentof the Telenor Group, Alexei Reznikovich, CEO of Altimo, and BorisNemsic, CEO of OJSC VimpelCom, will participate and answer questions.Please call in at the latest 10 minutes before the conference at:(+47) 800 80 119 (from Norway) or(+47) 23 00 04 00 (from Norway or abroad).MaterialsEnglish language versions of the presentation and press release willbe filed with the SEC and made available onhttp://www.telenor.com/en/investor-relations/presentations/presentation-20091005/at 07:00 hrs Norwegian time/CET, respectively.The Telenor Group is an international provider of high quality tele,data and media communication services with mobile operations in 13markets across the Nordic region, Central and Eastern Europe and inAsia. Headquartered in Norway, the Telenor Group is among the largestmobile operators in the world with over 160 million mobilesubscriptions, revenues in 2008 of NOK 111 billion, and a workforceof more than 40,000 (all numbers include Kyivstar).Altimo specializes in telecoms investments in Russia, the CIS andAsia. Its stakes include: 44% of the voting interest in VimpelCom,one of Russia's two biggest mobile phone companies (NYSE: VIP); 25.1%of MegaFon, the third largest GSM provider in Russia; 43.5% ofKyivstar, Ukraine's largest mobile phone company; and 4.99% ofTurkcell, Turkey's largest mobile company (NYSE: TKC). Together,Altimo's investee companies have more than 160 million mobile phonesubscribers. Cautionary statement regarding forward-looking statementsThis announcement contains "forward-looking statements" within themeaning of the Private Securities Litigation Reform Act of 1995.Forward-looking statements are statements that are not historicalfacts, including statements concerning the anticipated timing offilings and approvals relating to the proposed transactions; theexpected timing of the completion of the proposed transactions; theexpected benefits and costs of the proposed transactions; managementplans relating to the proposed transactions; the ability to completethe proposed transactions in view of the various closing conditions;the possibility that the proposed transactions may not be completed,any projections of earnings, revenues, synergies, accretion, marginsor other financial items; any statements of operations, including theexecution of integration plans; any statements of expectation orbelief; and any statements of assumptions underlying any of theforegoing. Any statement in this announcement that expresses orimplies Telenor or Altimo's intentions, beliefs, expectations orpredictions (and the assumptions underlying them) is aforward-looking statement. Forward-looking statements involveinherent risks, uncertainties and assumptions, including, withoutlimitation, risks related to the timing or ultimate completion of theproposed transactions; the possibility that expected benefits may notmaterialize as expected; that, prior to the completion of theproposed transactions, OJSC VimpelCom's business or Kyivstar'sbusiness may not perform as expected due to uncertainty; that theparties are unable to successfully implement integration strategiesor otherwise realize the synergies anticipated for the proposedtransactions; and other risks and uncertainties that are beyond theparties' control. If such risks or uncertainties materialize or suchassumptions prove incorrect, actual results could differ materiallyfrom those expressed or implied by such forward-looking statementsand assumptions. The forward-looking statements contained in thisannouncement are made as of the date hereof, and Telenor and Altimoeach expressly disclaim any obligation to update or correct anyforward-looking statements made herein due to the occurrence ofevents after the issuance of this announcement. Important Additional InformationThis announcement is for informational purposes only and is not anoffer to sell or the solicitation of an offer to purchase or exchangeany securities, nor shall there be any sale of securities, in anyjurisdiction in which such offer, solicitation or sale would beunlawful prior to registration or qualification under the securitieslaws of any such jurisdiction. The publication and distribution ofthis announcement and any separate documentation regarding theintended offer, the making of the intended offer or the issuance andoffer to purchase OJSC VimpelCom shares may be subject to specificregulations or restrictions in certain jurisdictions. As a result,persons in possession of this announcement must seek information asto any applicable local restrictions and comply therewith. NeitherTelenor, Altimo nor any of their respective affiliates undertake anyliability of any kind for any violation of applicable law. Thesolicitation and the offer to purchase shares of OJSC VimpelCom'scommon stock or preferred stock or ADRs representing shares of OJSCVimpelCom's common stock will only be made pursuant to an offer topurchase and related materials that are intended to be filed with theSEC and a voluntary tender offer statement prepared in compliancewith applicable Russian law.Telenor and Altimo intend for VimpelCom Ltd. to file a registrationstatement and tender offer statement, together with other relatedmaterials, with the SEC in connection with the proposedtransactions. Information regarding the participants in the proposedoffer and a description of their direct and indirect interests, bysecurity holdings or otherwise, will be contained in the relevantmaterials to be filed with the SEC when they become available.TELENOR AND ALTIMO URGE OJSC VIMPELCOM SHAREHOLDERS TO READ THESEMATERIALS REGARDING THE POTENTIAL OFFER CAREFULLY PRIOR TO MAKING ANYDECISIONS WITH RESPECT TO THE OFFER, IF AND WHEN THESE MATERIALSBECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,INCLUDING THE TERMS AND CONDITIONS OF THE PROPOSED OFFER.OJSC VimpelCom shareholders will be able to obtain a free copy ofsuch materials without charge at the SEC's website(http://www.sec.gov) or from the information agent named in suchmaterials once they have been filed with the SEC.For further information, please contact:Name: Dag Melgaard Name: Kirill BabaevCompany: Telenor Group Company: AltimoTel: +47 901 92 000 Tel.: +7 (903) 7281210E-mail: dag.melgaard(at)telenor.com E-mail: babaev(at)altimo.ru1 OJSC VimpelCom preferred shares to be converted into new VimpelComLtd. preferred shares convertible into VimpelCom Ltd. common sharesat any time after year 2.5 and before year 5 following the date ofissuance of the new VimpelCom Ltd. preferred shares. The conversionprice shall be the greater of (i) the closing mid-market price forVimpelCom Ltd. Common DRs on the NYSE on the date notice is given ofthe intention to convert; and (ii) the 30 day volume weighted averageprice on the NYSE of the VimpelCom Ltd. Common DRs on the date noticeis given of the intention to convert.2 There are currently 10,687,389 Kyivstar shares issued andoutstanding.This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 05.10.2009 - 07:00 Uhr
Sprache: Deutsch
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