Amsterdam and New York (May 25, 2010) - “VimpelCom Ltd.” (“VimpelCom Ltd.” or the “Company”) (NYSE: VIP) today announced that it has delivered the squeeze-out demand notice and related material required to be provided under applicable Russian law to OJSC "Vimpel-Communications" ("OJSC VimpelCom").
As described in VimpelCom Ltd.'s final prospectus dated March 25, 2010, all OJSC VimpelCom shares and American Depositary Shares ("ADSs") not tendered to VimpelCom Ltd. in its exchange offers to holders of OJSC VimpelCom shares and ADSs are subject to a mandatory squeeze-out procedure under Russian law. Today, VimpelCom Ltd. commenced the squeeze-out procedure through which it will acquire all remaining OJSC VimpelCom shares, including those represented by ADSs, for a cash payment of RUB 11,800 per share (which is equal to approximately US$382.18 per share at the exchange rate as of May 25, 2010). Because each OJSC VimpelCom ADS represents 1/20 of one OJSC VimpelCom share, holders of OJSC VimpelCom ADSs will be entitled to receive RUB 590 per ADS (which is equal to approximately US$19.11 per ADS at the exchange rate as of May 25, 2010), less any costs and expenses incurred by The Bank of New York Mellon, in its capacity as the ADS depositary, in processing the payments and converting the rouble amount it receives into US dollars. The squeeze-out price was determined as the market value of the OJSC VimpelCom shares as of February 28, 2010 by an independent Russian appraiser in accordance with Russian law. The appraisal was supplemented with a value analysis by ZAO Deloitte and Touche CIS.
Because the demand notice was delivered by VimpelCom Ltd. to OJSC VimpelCom within 35 days of completion of the Russian exchange offer, OJSC VimpelCom’s minority shareholders will not have the right to require VimpelCom Ltd. to acquire their shares on the terms applicable to such right under Russian law and will instead be subject to the squeeze-out procedure. OJSC VimpelCom will deliver squeeze-out material to all of its minority shareholders as of May 25, 2010 within 15 days. The demand notice establishes July 14, 2010 as the “list date” for the squeeze-out procedure. Minority shareholders and ADS holders as of this date will receive the cash payments to which they are entitled and their shares (including shares underlying their ADSs) will be transferred to VimpelCom Ltd. by operation of law. The squeeze-out process is expected to be completed by early August.
This press release contains “forward-looking statements”, as the phrase is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements relate to the completion of the squeeze-out and involve risks and uncertainties. The actual outcome may differ from these statements if the Company is unable to obtain financing for the squeeze-out, which, in turn, may be affected by continued volatility in the economies or general political uncertainty in the markets in which the Company operates and/or litigation with third parties. The actual outcome may also differ materially due to other factors. Certain factors that could cause actual results to differ materially from those discussed in any forward-looking statements include the risk factors described in the Company’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 Company with the SEC, which risk factors are incorporated herein by reference. The Company disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments.
For more information, please contact:
Tel: 7-495- 974-5888