VimpelCom Shareholders
Approve Acquisition of CJSC "Ukrainian Radio Systems"
Telenor Questions Validity of Shareholder Approval
Moscow and New York (September 14, 2005) — Open Joint Stock Company
"Vimpel-Communications" ("VimpelCom" or the "Company")
(NYSE: VIP), today announced that the rescheduled
Extraordinary General Meeting of Shareholders (the "EGM") convened
by Eco Telecom Limited, a part of the Alfa group of companies, was
held this evening in Moscow, Russia. The shareholders at the EGM
approved the acquisition of Closed Joint Stock Company "Ukrainian
Radio Systems" ("URS") as an interested party transaction, which
was the sole item on the agenda.
Holders of approximately 79.8% of the total
number of VimpelCom's outstanding voting shares were represented at
the meeting. Approximately 51.2% of VimpelCom's outstanding voting
shares voted in favor of the agenda item while approximately 27.9%
of VimpelCom's outstanding voting shares voted against the agenda
item with 0.8% of cast votes abstaining. Of ADR holders that took
part in the EGM, approximately 89.3% voted in favor of the EGM
agenda, 6.6% against and 4.1% abstained. Russian law requires at
least 50% plus one share of VimpelCom's outstanding voting shares
eligible to vote on this issue to be voted in favor of the EGM
agenda item in order for it to be approved.
Immediately before the commencement of the EGM,
the Company received a letter from Telenor East Invest AS
("Telenor") asserting that "the EGM has not been validly convened,…
and the EGM and any decision of the EGM are subject to challenge
and the possibility of being declared null and void by a Russian
court". Telenor also asserts that even if approved by the EGM, the
acquisition of URS requires the prior approval by no less than 80%
of the board and that management should not attempt to complete the
acquisition prior to receipt of such board approval.
Commenting on today's meeting, David Haines, the
Chairman of the Board of Directors, said "I would like to thank our
public shareholders for taking the time to express their views on
this issue. The turnout for today's shareholder meeting by our
public shareholders was high. I regret Telenor's current refusal to
accept the decision of our shareholders. To follow up on today's
shareholder meeting and Telenor's letter, I have called a meeting
of our Board for Friday, September 16. As the chairman, I call on
my fellow board members to come together and work in a positive and
constructive way with the best interest of all VimpelCom
shareholders in mind."
A meeting of VimpelCom's board of directors is
scheduled for September 16, 2005 to discuss these results of the
EGM.
VimpelCom will submit a copy of the results of
the EGM under separate cover of Form 6-K to the U.S. Securities and
Exchange Commission and the New York Stock Exchange. An electronic
copy of the results of the EGM will be available for review on
VimpelCom's web site in the "Investor Info/Shareholder Materials"
section.
VimpelCom is a leading international provider of
telecommunications services, operating under the "Beeline" brand in
Russia and Kazakhstan. In addition, VimpelCom is continuing to use
the "K-mobile" and "EXCESS" brands in Kazakhstan. The VimpelCom
Group's license portfolio covers approximately 94% of Russia's
population (136.5 million people), including the City of Moscow,
the Moscow Region and the City of St. Petersburg as well as the
entire territory of Kazakhstan. VimpelCom was the first Russian
company to list its shares on the New York Stock Exchange ("NYSE").
VimpelCom's shares are listed on the NYSE under the symbol
"VIP".
This press release contains "forward-looking
statements", as the phrase is defined in Section 27A of the
Securities Act and Section 21E of the Exchange Act. These
statements relate to the acquisition of URS. There can be no
assurance that additional corporate or other approvals and consents
to consummate the acquisition of URS will not be needed and if such
approvals or consents are needed, that they will be obtained in a
timely manner or at all, that the Company and the sellers of URS
will reach agreement on the terms of the acquisition, or that the
acquisition will be consummated. There can also be no assurance
that all aspects of the EGM have complied with Russian law, that
the results of the EGM will not be challenged by our shareholder(s)
or other parties or that other challenges to the acquisition or
relating to URS will not be made (including the likely challenge by
Telenor East Invest AS, and/or possible challenges by others). If
any such challenges are successful following the consummation of
the acquisition, such challenges could have an adverse effect on
the Company and its operations. Certain additional factors that
could cause actual results to differ materially from those
discussed in any forward-looking statements include the risks
described in the Company's Annual Report on Form 20-F for the year
ended December 31, 2004 and other public filings made by the
Company with the United States Securities and Exchange Commission,
which risk factors are incorporated herein by reference. VimpelCom
disclaims any obligation to update developments of these risk
factors or to announce publicly any revision to any of the
forward-looking statements contained in this press release, or to
make corrections to reflect future events or developments.
For more information, please contact:
Valery
Goldin
VimpelCom (Moscow)
Tel: 7(495) 974-5888 Investor_Relations@VimpelCom.com
|
Ian
Bailey/Michael Polyviou
Financial Dynamics
Tel: 1(212) 850 5600 mpolyviou@fd-us.com |