VIMPELCOM WELCOMES TRANSACTION PROPOSED BY ALTIMO AND
TELENOR
Moscow and New York (October 5, 2009) - Open Joint Stock
Company “Vimpel-Communications” (“VimpelCom” or the “Company”)
(NYSE: VIP) welcomes today’s decision by its two major
shareholders, Altimo and Telenor, to combine ownership of VimpelCom
and Kyivstar under a new company, VimpelCom Ltd., to be listed on
the New York Stock Exchange.
"This exciting development strengthens VimpelCom's position as a
global player in the telecommunications industry. It provides us
with renewed clarity on a strategy of growth and expansion," said
Company Chief Executive Officer Boris Nemsic. "We are delighted
that our two major shareholders have agreed on a framework to
create a powerful new vehicle for growth with VimpelCom and
Kyivstar joined together under the newly listed VimpelCom Ltd. as
one group. We believe this transaction will have positive
strategic, synergistic and operational value for both companies,
their shareholders and their customers."
The Company’s Board of Directors has expressed its support for
this proposal, based on the review by a special working group
comprised of its three independent directors unaffiliated with
either of Altimo or Telenor. This statement of support from
the Board of Directors is based on current facts and circumstances,
the proposed structure and terms of the transaction as disclosed by
Altimo and Telenor and the diligence the Company and its advisers
have conducted to date.
The terms of the exchange offer proposed by Altimo and Telenor are
described in their joint press release issued today. The
proposed exchange offer cannot commence until a registration
statement has been filed with the United States Securities and
Exchange Commission (the “SEC”) and until the relevant offering
document has been reviewed by the Federal Service for the Financial
Markets of the Russian Federation. Once commenced, the completion
of the proposed exchange offer will be subject to the satisfaction
or waiver of certain conditions. This statement by the
Company is not a recommendation or solicitation with respect to the
proposed exchange offer. Consistent with SEC rules and
Russian law, the Company’s Board of Directors will make a formal
recommendation to the Company’s minority shareholders with respect
to the proposed exchange offer following the commencement of the
exchange offer, which is not expected to occur for several
months.
Advisors
The Company has engaged UBS Investment Bank to act as its financial
advisor and Akin Gump Strauss Hauer & Feld LLP to act as its
legal advisor.
About VimpelCom
The VimpelCom Group consists of telecommunications operators
providing voice and data services through a range of mobile, fixed
and broadband technologies. The Group includes companies operating
in Russia, Kazakhstan, Ukraine, Uzbekistan, Tajikistan, Georgia,
Armenia, as well as Vietnam and Cambodia, in territories with a
total population of about 340 million. VimpelCom was the first
Russian company to list its shares on the New York Stock Exchange
("NYSE"). VimpelCom's ADSs are listed on the NYSE under the symbol
"VIP".
Statements contained herein are forward-looking and are made in
compliance with safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements include, without
limitation, those concerning the commencement and completion of the
proposed exchange offer by VimpelCom Ltd., the expected timing of
the transaction, plans relating to integration of the companies’
businesses and the benefits of the transaction. The results
or events predicted in these statements may differ materially from
actual results or events because of risks and uncertainties,
including, without limitation, the possibility that the parties are
not able to complete the transaction, that the potential
transaction terms change or that the parties are not able to
resolve their legal disputes. Additionally, the Company,
Kyivstar and/or VimpelCom Ltd. may not realize the anticipated
benefits of the transaction as a result of unforeseen developments
in competition, or current or future changes in the political,
economic and social environment or current or future regulation of
the Russian, Ukrainian and CIS telecommunications industries.
Additional information concerning factors that could cause results
to differ materially from those in the forward-looking statements
is contained in the Company’s public filings with the SEC,
including the Company’s Annual Report on Form 20-F for the year
ended December 31, 2008.
IMPORTANT NOTICE: The proposed exchange offer described in
this communication has not yet commenced, and the description of
the proposed exchange offer contained in this communication is not
an offer to buy or the solicitation of an offer to sell
securities.
If the proposed exchange offer is commenced, the Company expects
that VimpelCom Ltd. will file with the SEC a registration statement
and other related materials with respect to the proposed exchange
offer, and the Company will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the proposed exchange offer. Investors and
shareholders are urged to read the registration statement and other
related materials, the solicitation/recommendation statement on
Schedule 14D-9 and any amendments, exhibits or other applicable
documents regarding the proposed exchange offer if and when they
become available because they will contain important
information. Those materials will be made available to the
Company’s shareholders at no expense to them. In addition, all of
those materials (and all other exchange offer documents filed with
the SEC) will be made available at no charge on the SEC’s website
at www.sec.gov.
For more information, please contact: