Amsterdam, April 16, 2010 (ots/PRNewswire)
- VimpelCom Ltd. today
announces the results of the U.S. Offer for all shares and American
Depositary Shares ("ADSs") of OJSC "Vimpel-Communications" ("OJSC
The U.S. Offer expired yesterday at 5:00 pm, New York City time.
A total of 308,309,375 ADSs (representing 15,415,468 shares) were
validly tendered and not withdrawn in the U.S. Offer. It is expected
that the major shareholders of OJSC VimpelCom, Telenor ASA and Altimo
Holdings & Investments Ltd., will also cause their shares to be
tendered in the Russian Offer prior to its close at 11:59 pm, Moscow
time, on Tuesday, 20 April 2010, bringing the aggregate combined
tenders in the U.S. Offer and the Russian Offer to 56,144,721 shares,
representing 97.29% of OJSC VimpelCom's outstanding shares.
It is therefore expected that the requirement that more than 95%
of OJSC VimpelCom's outstanding shares be tendered in the Exchange
Offer, which is one of the key remaining conditions to the successful
completion of the transaction, will be met.
VimpelCom Ltd. DRs will begin trading today on the NYSE on a
"when-issued" basis, under the ticker symbol "VIP.WI". Regular way
trading of the VimpelCom Ltd. DRs is anticipated to commence on
Thursday, 22 April 2010, under the ticker symbol "VIP".
Following expiration of the U.S. Offer, 24,697,325 OJSC VimpelCom
ADSs were not tendered. If these remaining (non-tendered) OJSC
VimpelCom ADSs meet the NYSE's continued listing criteria, the ticker
symbol of these remaining (non-tendered) OJSC VimpelCom ADSs (CUSIP
68370R 10 9) will change from "VIP" to "OVIP" beginning on Monday, 19
April 2010. These remaining (non-tendered) OJSC VimpelCom ADSs are
intended to be delisted from the NYSE following the successful
completion of the Exchange Offer.
Following the expiration of the Russian Offer and the successful
completion of the Exchange Offer, OJSC VimpelCom shares and ADSs not
tendered in the U.S. Offer or the Russian Offer will be subject to a
mandatory squeeze out procedure under Russian law.
VimpelCom Ltd. will announce the final results of the Exchange
Offer on Wednesday, 21 April 2010, following expiration of the
Credit Suisse Securities (USA) LLC and Morgan Stanley & Co.
Incorporated acted as dealer managers for the U.S. Offer.
Alexander Izosimov, CEO of VimpelCom Ltd., commented:
"We are announcing an excellent result today - the U.S. Offer has
received overwhelming support from shareholders, which shows that
investors strongly back VimpelCom Ltd.'s strategy and the combination
of OJSC VimpelCom with Kyivstar. We look forward to the completion of
the Russian Offer next week, after which our priority will be the
integration of the two businesses as a platform for creating value
for all our shareholders."
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
In connection with the U.S. Offer by VimpelCom Ltd. to acquire
all outstanding shares of OJSC VimpelCom (including those represented
by ADSs), VimpelCom Ltd. has filed with the SEC a registration
statement on Form F-4, which includes a prospectus and related U.S.
Offer acceptance materials to register shares of VimpelCom Ltd.
(including those represented by DRs) to be issued in exchange for
OJSC VimpelCom shares held by U.S. persons and OJSC VimpelCom ADSs
held by all holders, wherever located. The Exchange Offer comprises
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 pm New York City time on 15 April 2010, and the Russian Offer
is scheduled to expire at 11:59 pm Moscow time on 20 April 2010.
VimpelCom Ltd. has the right to extend the acceptance period of the
Offers. Any extension will be announced not later than the next
business day after the previously scheduled expiration date of the
Russian Offer. VimpelCom Ltd. will announce any extension of the
Offers by issuing a press release and by publishing an announcement
in newspapers in the United States and Russia. In addition, VimpelCom
Ltd. will file the announcement with the SEC via the EDGAR filing
system and post the announcement on its website
Holders of OJSC VimpelCom securities are urged to carefully read
the registration statement (including the prospectus) and any other
documents relating to the U.S. Offer filed with the SEC, as well as
any amendments and supplements to those documents, because they
contain important information. Free copies of the registration
statement, including the prospectus and related U.S. Offer acceptance
materials and other relevant documents filed with the SEC in respect
of the U.S. Offer, can be obtained at the SEC's website at
or at VimpelCom Ltd.'s website at
. The final prospectus and related
U.S. Offer acceptance materials have been mailed to holders of OJSC
VimpelCom securities eligible to participate in the U.S. Offer.
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). This announcement
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 solicitation
of offers to exchange OJSC VimpelCom securities for VimpelCom Ltd.
DRs in the United States will only be made pursuant to the prospectus
and related U.S. Offer acceptance materials that have been mailed to
U.S. holders of OJSC VimpelCom shares and all holders of OJSC
VimpelCom ADSs, wherever located. An investor may only exchange OJSC
VimpelCom shares for VimpelCom Ltd. DRs in the Russian Offer if such
investor is a "qualified investor" under the applicable Russian rules
and regulations. This announcement is not for publication, release or
distribution in or into or from any jurisdiction where it would
otherwise be prohibited.
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 anticipated timing of
filings and approvals relating to the proposed transactions; the
expected timing of the completion of the proposed transactions; the
expected benefits and costs of the proposed transactions; management
plans relating to the proposed transactions; the ability to complete
the proposed transactions in view of the various closing conditions;
the possibility that the proposed transactions may not be completed,
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, risks related to the timing or ultimate completion of the
proposed transactions; the possibility that expected benefits may not
materialize as expected; that, prior to the completion of the
proposed 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.
Questions on VimpelCom Ltd. may be directed to Citigate Dewe Rogerson:
Citigate Dewe Rogerson
David Westover, Director
Andrew Hey, Director
3 London Wall Buildings
London EC2M 5SY, United Kingdom
Questions on OJSC VimpelCom may be directed to OJSC VimpelCom's Investor
OJSC VimpelCom Investor Relations Team
4 Krasnoproletarskaya Street
Moscow 127006, Russia
Questions on Kyivstar may be directed to:
Dag Melgaard, Group Communications
Dag Eide, Investor Relations
ots Originaltext: VimpelCom Ltd.
Im Internet recherchierbar: http://www.presseportal.ch
CONTACT: Contacts: Questions on VimpelCom Ltd. may be directed to
CitigateDewe Rogerson: Citigate Dewe Rogerson, David Westover,
Director, AndrewHey, Director, 3 London Wall Buildings, London Wall,
London EC2M 5SY,United Kingdom, Tel: +44(0)20-7638-9571; Questions on
OJSC VimpelCom may bedirected to OJSC VimpelCom's Investor Relations
team: OJSC VimpelComInvestor Relations Team, Email:
, 4Krasnoproletarskaya Street, Moscow
127006, Russia, Tel: +7(495)974-5888,Fax: +7(909)991-7903; Questions
on Kyivstar may be directed to: TelenorGroup, Dag Melgaard, Group
(+47)901-92-000, Dag Eide, InvestorRelations, E-mail:
, Tel: (+47)458-05-050