Published: February 15, 2012
Telenor acquires 234,000,000 VimpelCom preferred shares from Weather Investments II and withdraws arbitration claim
Telenor has purchased 234,000,000
VimpelCom preferred shares from Weather Investments II S.a.r.l.
("Weather"), for
US$374,400,000, thereby increasing Telenor's voting share in VimpelCom Ltd.
to
36.36 %, subject to adjustment arising under certain put and call
arrangements.
Weather is the investment vehicle through which Mr. Naguib Sawiris and his
family hold their interests in VimpelCom Ltd. ("VimpelCom").
In connection with the transaction, Telenor has withdrawn all its claims
against
Altimo Holdings & Investments Ltd., Altimo Cooperatief U.A. and VimpelCom
Ltd.
in the pending arbitration proceeding, and will work to expand the
VimpelCom
Board to eleven members. Telenor's withdrawal of its claims will result in
the
termination of the VimpelCom shareholders agreement.
"This transaction takes Telenor to approximately the same voting position
as a
successful outcome of the arbitration process would have achieved, and is
therefore a commercial solution we are happy with," said Jon Fredrik
Baksaas,
Telenor's CEO. "The withdrawal of the arbitration claim will prevent
further
dilution of the VimpelCom shareholders, and it will enable a more normal
corporate governance situation in VimpelCom. We will work to expand the
VimpelCom Board to eleven members. Together with the other shareholders we
will
continue our contribution to the industrial development of VimpelCom as we
always have done."
"I am very happy about this transaction which will allow Weather to
participate
actively in the Supervisory Board of VimpelCom, will foster improved
corporate
governance of the company and ensure a better focus of the management on
industrial issues in a context in which the existing disputes among the key
shareholders have been resolved," said Naguib Sawiris.
Simultaneously with Telenor's purchase of VimpelCom preferred shares from
Weather, Telenor and Weather have entered into certain put and call
arrangements
regarding the remaining 71,000,000 VimpelCom preferred shares held by
Weather.
Set out below are the shareholdings in VimpelCom before and after the
transaction (prior to any adjustments arising under the put and call
arrangements referred to above):
VimpelCom Shareholdings before Transaction
Holder Common Percent Preferred Total Percent
Shares Common Shares Voting Shares Votes
Telenor 515,578,840 31.67% --- 515,578,840 25.01%
Altimo 510,461,800 31.35% 4,932,000 515,393,800 25.00%
Bertofan --- --- 123,600,000 123,600,000 5.99%
Weather 305,803,396 18.78% 305,000,000 610,803,396 29.63%
Minorities 296,355,099 18.20% --- 296,355,099 14.37%
Total 1,628,199,135 100.00% 433,532,000 2,061,731,135 100.00%
VimpelCom Shareholdings after Transaction
Holder Common Percent Preferred Total Percent
Shares Common Shares Voting Shares Votes
Telenor 515,578,840 31.67% 234,000,000 749,578,840 36.36%
Altimo 510,461,800 31.35% 4,932,000 515,393,800 25.00%
Bertofan --- --- 123,600,000 123,600,000 5.99%
Weather 305,803,396 18.78% 71,000,000 376,803,396 18.28%
Minorities 296,355,099 18.20% --- 296,355,099 14.37%
Total 1,628,199,135 100.00% 433,532,000 2,061,731,135 100.00%
Telenor has filed with the US Securities and Exchange Commission an
amendment to
Telenor's filing on Schedule 13D with respect to VimpelCom, attached to
which
are copies of the share purchase agreement and the option agreement between
Telenor and Weather. Free copies of such documents can be obtained at the
SEC's
website at www.sec.gov.
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
Telenor
ASA'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 the board of directors of VimpelCom Ltd.
will
not be expanded to eleven members; 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 Telenor ASA 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.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Telenor via Thomson Reuters ONE
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