AMSTERDAM, April 21, 2010 /PRNewswire-FirstCall/ --
VimpelCom Ltd. (NYSE:VIP.WI) today announces the final results of
its Exchange Offer for all shares and American Depositary Shares
("ADSs") of OJSC "Vimpel-Communications" ("OJSC VimpelCom")
(NYSE:OVIP).
The U.S. Offer expired on 15 April
2010, and the Russian Offer expired yesterday at
11:59 p.m., Moscow time. A combined total of 56,477,397
common and preferred shares, including those represented by ADSs
tendered in the U.S. Offer and the shares held by Telenor ASA
("Telenor") and Altimo Holdings & Investments Ltd. ("Altimo"),
were tendered in the Exchange Offer, representing 97.87% of the
voting rights in OJSC VimpelCom.
VimpelCom Ltd. has accepted for exchange all shares and ADSs
that were validly tendered and not withdrawn. VimpelCom Ltd. will
promptly exchange one VimpelCom Ltd. common Depositary Receipt
("DR") for each OJSC VimpelCom ADS, 20 VimpelCom Ltd. common DRs
for each OJSC VimpelCom common share and 20 VimpelCom Ltd.
preferred DRs for each OJSC VimpelCom preferred share.
All conditions for successful completion of the Exchange Offer
have now been satisfied. The required approvals from the relevant
regulatory authorities in Russia
and Ukraine have been received and
all legal and regulatory proceedings and enforcement actions in the
Farimex Case against Telenor have been withdrawn, without cost or
loss to Telenor.
As previously announced, VimpelCom Ltd. DRs began trading on a
"when-issued" basis, under the ticker symbol "VIP.WI", on Friday,
16 April 2010, and will begin trading
tomorrow, 22 April 2010, on the NYSE
on a regular way basis under the ticker symbol "VIP". VimpelCom
Ltd. intends to cause OJSC VimpelCom to cease trading of OJSC
VimpelCom common shares on the Russian Trading System and delist
OJSC VimpelCom ADSs from the NYSE following approval by the OJSC
VimpelCom Board of Directors.
The VimpelCom Ltd. Board of Directors today designated
Jo Lunder as the Chairman of the
Board and approved the appointments of Jeffrey McGhie as General Counsel and
Alexey Subbotin as Director of
Investor Relations.
OJSC VimpelCom shares and ADSs not tendered in the Exchange
Offer will be subject to a mandatory squeeze-out procedure under
Russian law. Further details of the squeeze-out procedure will be
announced on or before 26 May
2010.
VimpelCom Ltd.'s majority shareholders, Altimo and Telenor, now
hold 44.7% and 36.0% of the voting rights and 39.2% and 39.6% of
the economic interests, respectively, in VimpelCom Ltd. Minority
shareholders represent 19.3% and 21.2% of the voting rights and
economic interests, respectively, in VimpelCom Ltd.
Credit Suisse Securities (USA)
LLC and Morgan Stanley & Co. Incorporated acted as dealer
managers for the Exchange Offer.
Alexander Izosimov, CEO of VimpelCom Ltd., commented:
"The completion of the Exchange Offer marks the emergence of a
new force in emerging market telecoms. The confirmation of the
support for VimpelCom Ltd. from such a high proportion of OJSC
VimpelCom shareholders shows that the company can move forward with
their full support for its strategy. In addition, the fact that all
outstanding issues have been resolved between our two major
shareholders, Altimo and Telenor, makes me confident that our new
corporate and governance structure will enable us to realise the
full potential of our assets and I look forward to working with the
OJSC VimpelCom and Kyivstar management teams to achieve this."
About VimpelCom Ltd.
The combination of OJSC VimpelCom and Kyivstar into one
consolidated company will create a stronger business with enhanced
market presence and growth prospects, leading to substantial value
creation potential for OJSC VimpelCom shareholders and benefits for
all shareholders, subscribers and employees.
Important Additional Information
This announcement relates to the Exchange Offer by VimpelCom
Ltd. to acquire all outstanding shares of OJSC VimpelCom (including
those represented by ADSs) and is not an offering document and does
not constitute an offer to sell or the solicitation of an offer to
buy securities or a solicitation of any vote or approval, nor shall
there be any sale or exchange of securities in any jurisdiction in
which such offer, solicitation or sale or exchange would be
unlawful prior to the registration or qualification under the laws
of such jurisdiction. The Exchange Offer comprised an offer made
pursuant to a prospectus sent to all shareholders of OJSC VimpelCom
who are U.S. holders and to all holders of OJSC VimpelCom ADSs,
wherever located (the "U.S. Offer"), and an offer made pursuant to
a separate Russian offer document to all holders of OJSC VimpelCom
shares, wherever located (the "Russian Offer," and together with
the U.S. Offer, the "Offers"). The U.S. Offer expired at
5:00 p.m. New York City time on 15 April 2010, and was only made pursuant to the
registration statement on Form F-4, which includes a prospectus and
related U.S. Offer acceptance materials, filed with the SEC. Free
copies of any such documents can be obtained at the SEC's website
at http://www.sec.gov or at VimpelCom Ltd.'s website at
http://www.vimpelcomlimited.com. Additional copies may be obtained
for free from Innisfree M&A Incorporated, the information agent
for the U.S. Offer, at the following telephone numbers:
1-877-800-5190 (for shareholders and ADS holders) and
1-212-750-5833 (for banks or brokers). The Russian Offer expired at
11:59 pm Moscow time on 20 April
2010, and was only made pursuant to a Russian offer
document.
Cautionary statement regarding forward-looking statements
This announcement contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are statements that are not
historical facts, including statements concerning the expected
benefits and costs of the proposed transactions; management plans
relating to the proposed transactions; any projections of earnings,
revenues, synergies, accretion, margins or other financial items;
any statements of operations, including the execution of
integration plans; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. Any
statement in this announcement that expresses or implies VimpelCom
Ltd.'s intentions, beliefs, expectations or predictions (and the
assumptions underlying them) is a forward-looking statement.
Forward-looking statements involve inherent risks, uncertainties
and assumptions, including, without limitation, the possibility
that expected benefits may not materialize as expected; that,
following the completion of the transactions, the business of OJSC
VimpelCom or Kyivstar may not perform as expected due to
uncertainty; that the parties are unable to successfully implement
integration strategies or otherwise realize the synergies
anticipated for the proposed transactions; and other risks and
uncertainties that are beyond the parties' control. If such risks
or uncertainties materialize or such assumptions prove incorrect,
actual results could differ materially from those expressed or
implied by such forward-looking statements and assumptions. The
forward-looking statements contained in this announcement are made
as of the date hereof, and VimpelCom Ltd. expressly disclaims any
obligation to update or correct any forward-looking statements made
herein due to the occurrence of events after the issuance of this
announcement.
Contacts
Questions on VimpelCom Ltd. may be directed to
Alexey Subbotin, Director of Investor Relations
Email: Investor_Relations@VimpelCom.com
Tel: +7(495)974-5888
Fax: +7(909)991-7903
SOURCE VimpelCom Ltd.