VimpelCom confirms Supervisory board recommendation that shareholders vote "for" proposals at Special General Meeting scheduled for March 17, 2011; announces ISS decision
Amsterdam and New York (February 27, 2011) - VimpelCom Ltd. (“VimpelCom” or the “Company”) (NYSE: VIP) today affirmed that the Company’s Supervisory Board recommends that VimpelCom shareholders vote “FOR” approval of the issuance of VimpelCom common shares and convertible preferred shares and the increase of VimpelCom’s authorized share capital needed to complete the combination of VimpelCom and Wind Telecom S.p.A. (“Wind Telecom”). The Company also believes that Institutional Shareholder Services (ISS), a proxy advisory firm, has reached an incorrect conclusion in its recommendation regarding the proposed combination of VimpelCom and Wind Telecom, a conclusion which is contrary to the recommendation of VimpelCom's three independent directors.
In contrast to the recommendation of ISS, in a report dated February 25, 2011, Glass Lewis & Co., a leading independent proxy advisory firm, recommended that VimpelCom shareholders vote “FOR” the issuance of common and convertible preferred shares and the increase in authorized share capital needed to complete the combination, saying that “the Company should be provided the flexibility to use its equity in a manner that could provide funding for its operations and enhance shareholder value.”
Jo Lunder, the Chairman of VimpelCom’s Supervisory Board, commented: “As Chairman of the Company and an independent director, I am convinced that the Supervisory Board and management have thoroughly reviewed and considered all aspects of this transaction. The majority of the board, including all three independent directors, supports the expansion of our growth platform as it is strategically compelling and financially attractive. The Company looks forward to the upcoming Special General Meeting and is confident the combination will be approved when all our shareholders have a chance to vote.”
The Special General Meeting of VimpelCom is scheduled to take place on March 17, 2011 to approve the issuance of up to 325,639,827 VimpelCom common shares and 305,000,000 convertible preferred shares and the increase of VimpelCom’s authorized share capital needed to complete this transaction.
VimpelCom’s Supervisory Board and Management Board recommend shareholders vote “FOR” the proposals proposal by signing, dating and returning the WHITE voting card received from the Company.
Shareholders who need assistance or have questions about the voting process should call VimpelCom’s proxy solicitor, D.F. King & Co., Inc., toll-free in North America at +1 800 431 9645, toll-free in Continental Europe at 00800 5464 5464, +44 207 920 9700 from other locations, or call collect at +1 212 269 5550.
VimpelCom Ltd. consists of telecommunications operators providing voice and data services through a range of wireless, fixed and broadband technologies. The VimpelCom Ltd. group is headquartered in Amsterdam and has operations in Russia, Ukraine, Kazakhstan, Uzbekistan, Tajikstan, Georgia, Armenia, Kyrgyzstan, Vietnam and Cambodia, covering territory with a total population of about 345 million. VimpelCom Ltd. operating companies provide services under the “Beeline” and “Kyivstar” brands. VimpelCom Ltd.’s ADSs are listed on the New York Stock Exchange under the symbol “VIP”.
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, and approvals relating to, the Transaction (including the demergers); the expected benefits of the Transaction; plans relating to the proposed Transaction; the ability to complete the Transaction in view of the various closing conditions, the ability of either party to terminate the Transaction prior to the VimpelCom SGM and the possibility of legal challenge (including request for injunctive relief) by Telenor with respect to its claims to pre-emptive rights or otherwise; 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’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 Transaction; the possibility that expected benefits may not materialize as expected; that, prior to the completion of the Transaction, VimpelCom’s business or Wind Telecom’s business 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 Transaction; the possibility that Telenor may bring a legal challenge (including request for injunctive relief) against the Company, its officers or directors and/or Altimo in respect of its claims to pre-emptive rights or otherwise; 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. Certain other risks that could cause actual results to differ materially from those discussed in any forward-looking statements include the risk factors described in VimpelCom’s registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”), OJSC VimpelCom’s public filings with the SEC, including its Annual Report on Form 20-F for the year ended December 31, 2009, and other public filings made by the VimpelCom with the SEC, which risk factors are incorporated herein by reference. The forward-looking statements contained in this announcement are made as of the date hereof, and VimpelCom expressly disclaim any obligation to update or correct any forward-looking statements made herein due to the occurrence of events after the issuance of this announcement.
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