VimpelCom shareholders overwhelmingly approve strategic partnership with Alfa Group and Telenor
Moscow and New York (July 27, 2001) - Open Joint Stock Company "Vimpel-Communications" ("VimpelCom" or the "Company") (NYSE: VIP), a leading provider of telecommunications services in Russia, today announced that its shareholders, at an extraordinary general meeting held this morning in Moscow, overwhelmingly approved VimpelCom's strategic alliance with Alfa Group of Russia and Telenor of Norway (NASDAQ: TELN), with 99% of the voted shares in favor.
As announced on May 30, 2001, Alfa Group will purchase strategic ownership interests in both VimpelCom and VimpelCom-Region, a wholly-owned subsidiary of VimpelCom, in order to accelerate the development of VimpelCom's regional GSM license portfolio which, together with VimpelCom's license for the City of Moscow and Moscow Region, covers 70% of Russia's population. Under the terms of the transaction, VimpelCom-Region will raise up to US$337 million (if Telenor and VimpelCom exercise their options to invest in VimpelCom-Region) of equity financing for regional expansion over approximately a two-year period. As part of this transaction, Telenor will purchase a sufficient number of additional shares of VimpelCom to ensure Telenor maintains its 25% plus one share ownership stake in VimpelCom.
VimpelCom's shareholders approved the issuance of 5,150,000 newly-issued shares of VimpelCom's common stock (equivalent of 6,866,667 ADSs) to Eco Telecom Limited, part of Alfa Group, at a price of US$20 per common share (equivalent of US$15 per ADS), for an aggregate consideration of $103 million, all of which will be invested in VimpelCom-Region. Subject to obtaining the necessary regulatory approvals and satisfaction of certain other conditions precedent, the Company anticipates closing the transaction by November 30, 2001. Alfa Group will also invest a total of US$117 million of equity directly into VimpelCom-Region in two equal tranches, one and two years following the closing of its initial $103 million investment. In addition, Telenor and VimpelCom have options, either collectively or individually, to invest up to an aggregate of US$117 million directly in VimpelCom-Region simultaneously with each of Alfa Group's contributions.
Commenting on today's announcement, Augie K. Fabela II, Chairman of the Board and Co-Founder of VimpelCom, said: "Today's shareholder vote represents another milestone towards our goal of becoming Russia's premier national wireless telecommunications operator. The overwhelming approval reinforces that our shareholders support our vision for the proposed alliance and recognize the benefits of Alfa Group and Telenor as our strategic partners. We believe that this transaction will create tremendous value for our shareholders."
VimpelCom's shareholders also approved the election of a new Board of Directors consisting of Augie K. Fabela II, VimpelCom's Co-Founder and Chairman since 1995, who will continue to lead the Board as Chairman; Mikhail Fridman, Chairman of Alfa Group; Gleb Fetisov, former President of Alfa Eco; Morten Karlsen Sorby, Chief Operating Officer of Telenor Mobile; Bjorn Magnus Kopperud, Executive Vice President of Telenor Mobile; Stanislav Shekshnya, Chief Executive Officer of Alfa-Eco Telecom; Terje Thon, Chairman of the Board of Dagbladet AS, a Norwegian publishing concern; Henrik Torgersen, Executive Vice President of Telenor ASA; and Yevgeny Yasin, former Minister of Economics of the Russian Federation.
The Alfa Group of Companies was established in Russia in 1988 and has evolved today into one of Russia's largest financial industrial groups. Alfa Group is active in the banking, insurance, asset management, oil & gas, real estate and retailing sectors. Alfa Eco is the group's trading and industrial arm with interests in oil, metals, mining, and wholesale. Alfa Bank is one of the largest privately-owned banks in Russia in terms of assets with an extensive nationwide branch network of 67 branches in 26 regions throughout Russia and 4 international branches. Alfa Bank recently acquired a strategic stake in Golden Telecom (NASDAQ: GLDN), a provider of integrated telecommunications services throughout Russia and other countries of the Commonwealth of Independent States.
Telenor ASA, headquartered in Oslo, Norway, is an international provider of high quality telecommunications, data and media communication services, with a particularly strong focus on mobile, Internet and broadband services. Telenor Mobile - the mobile business area of Telenor - is one of the world's most advanced mobile operators with a leading position in the Norwegian market and with ownership in 15 mobile companies throughout the world. The total number of subscribers as of year end 2000 was 5.9 million - 2.3 million in Norway and 3.6 million abroad, calculated on the basis of Telenor Mobile's ownership interests in each company. Telenor is listed on the Oslo Stock Exchange (TEL) and on NASDAQ in New York (TELN).
VimpelCom is a leading provider of telecommunications services in Russia, operating under the "Bee Line" family of brand names, which are among the most recognized brand names in Russia. The VimpelCom Group's license portfolio covers approximately 70% of Russia's population (100 million people), including the City of Moscow and the Moscow Region. VimpelCom was the first Russian company to list its shares on the New York Stock Exchange ("NYSE"). VimpelCom's ADSs are listed on the NYSE under the symbol "VIP". VimpelCom's convertible notes are listed on the NYSE under the symbol "VIP 05".
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, in part, to the consummation of the transaction described herein which is subject to regulatory and certain other approvals, as well as certain other conditions precedent. If any of the approvals are not obtained or any condition precedent is not met, the transaction may not be consummated. Certain factors that could affect this transaction include the risks described in the Company's Annual Report on Form 20-F for the year ended December 31, 2000 and other public filings made by the Company with the United States Securities and Exchange Commission, which risk factors are incorporated herein by reference. VimpelCom 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.
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