MOSCOW and NEW YORK, April
21 /PRNewswire-FirstCall/ -- Open Joint Stock Company
"Vimpel-Communications" ("OJSC VimpelCom" or the "Company")
(NYSE: OVIP), today welcomes the successful completion of
the VimpelCom Ltd. Exchange Offer for OJSC VimpelCom shares and
American Depositary Shares ("ADSs") and, with this announcement,
the next phase of its development as part of VimpelCom Ltd.
As announced by VimpelCom Ltd. today, all conditions of the
Exchange Offer have now been satisfied, including the requirement
that more than 95% of OJSC VimpelCom's outstanding shares be
tendered in the Exchange Offer.
Commenting on today's announcement, Boris Nemsic, Chief
Executive Officer of OJSC VimpelCom, said:
"OJSC VimpelCom was the first Russian company to list on the
NYSE. With the successful completion of the Exchange Offer, I
now thank all our investors, customers and partners for their
overwhelming loyalty and support. At the same time, I assure
them of our commitment to delivering ever greater value as we begin
the next exciting phase of our development within VimpelCom Ltd.,
one of the world's leading emerging markets telecoms operators.
"I believe this transaction and the enhanced governance and
corporate structure it brings will unlock the full potential for
future value creation across the OJSC VimpelCom and Kyivstar
businesses and we look forward to playing our part in ensuring
VimpelCom Ltd. realizes that ambition."
As previously announced by VimpelCom Ltd., VimpelCom Ltd.
Depositary Receipts began trading on a "when-issued" basis, under
the ticker symbol "VIP.WI" on Friday, April
16, 2010, and will begin trading tomorrow, April 22, 2010, on the New York Stock Exchange
("NYSE") on a regular way basis under the ticker symbol "VIP".
OJSC VimpelCom's ADSs have been traded under the "OVIP"
ticker symbol from April 19, 2010.
According to VimpelCom. Ltd., OJSC VimpelCom shares and ADSs not
validly tendered in the Exchange Offer will be subject to a
mandatory squeeze-out procedure under Russian law, and further
details of the squeeze-out procedure will be announced by VimpelCom
Ltd. on or before May 26, 2010.
OJSC VimpelCom has notified the NYSE of its intention to delist
its ADSs from the NYSE in accordance with the decision of the OJSC
Board of Directors. OJSC VimpelCom intends to file a Form 25
"Notification of Removal from Listing and/or Registration under
Section 12(b) of the Securities Act of 1934" with the Securities
and Exchange Commission and the NYSE on or about May 4, 2010. OJSC VimpelCom expects the
filing to become effective on or about May
14, 2010, at which time the NYSE will suspend trading of
OJSC VimpelCom's ADSs. OJSC VimpelCom also intends to request
the termination of trading of its shares on the Russian Trading
System. OJSC VimpelCom has not arranged for listing or
registration on another national securities exchange or for
quotation of its shares or ADSs in a quotation medium because it
anticipates that VimpelCom Ltd. will be the sole owner of OJSC
VimpelCom following completion of the mandatory squeeze-out
procedure.
The VimpelCom Group consists of telecommunications operators
providing voice and data services through a range of wireless,
fixed and broadband technologies. The Group includes companies
operating in Russia, Kazakhstan, Ukraine, Uzbekistan, Tajikistan, Georgia and Armenia, as well as in Vietnam and Cambodia. The VimpelCom Group has licenses to
operate in territories with a total population of about 340
million. The Group companies provide services under the "Beeline"
brand. VimpelCom was the first Russian company to list its shares
on the NYSE.
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 April 15, 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 www.sec.gov or at VimpelCom Ltd.'s website at
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 April 20, 2010, and was only
made pursuant to a Russian offer document.
Cautionary note regarding forward-looking statements
This press release contains forward-looking statements. Such
statements include, without limitation, those concerning the
completion of the proposed exchange offer by VimpelCom Ltd., the
benefits of the transaction and timing of delisting of OJSC
VimpelCom's ADSs. The results or events predicted in these
statements may differ materially from actual results or events
because of risks and uncertainties, including, without limitation,
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 VimpelCom Ltd.'s
registration statement on Form F-4 filed with the SEC and the
Company's public filings with the SEC, including the Company's
Annual Report on Form 20-F for the year ended December 31, 2009.
SOURCE VimpelCom