Amsterdam and New York (February 28, 2011) - VimpelCom Ltd. (“VimpelCom” or the “Company”) (NYSE: VIP) today announced that Egan-Jones Proxy Services, a leading independent proxy advisory firm, 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”).
In its report dated February 27, 2011, Egan-Jones stated that its review “centered on the strategic, corporate governance and financial aspects of the proposed transaction” and that it “views the proposed transaction to be a desirable approach in maximizing shareholder value.”
The Egan-Jones recommendation follows an equally favorable recommendation from Glass Lewis. VimpelCom has received positive "FOR" recommendations from two out of the three proxy advisory firms. The positive Egan-Jones recommendation provides further confirmation that the expansion of the Company's growth platform is strategically compelling and financially attractive, which is consistent with the view of VimpelCom's independent directors who have recommended that shareholders vote in favor of the combination with Wind Telecom at the Special General Meeting of VimpelCom.
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 the combination with Wind Telecom.
VimpelCom’s Supervisory Board and Management Board recommend shareholders to vote “FOR” the proposals 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”.
About WIND TELECOM S.p.A. (formerly Weather Investments S.p.A.)
WIND TELECOM S.p.A. is a leading international telecommunications company offering mobile, fixed, Internet and international communication services. WIND TELECOM S.p.A. owns 100% of Wind Telecomunicazioni S.p.A. and 51.7% of Orascom Telecom Holding SAE, which in turn operates GSM networks in Algeria, Bangladesh, Egypt, Pakistan, North Korea, and in Canada through its indirect equity ownership in Globalive Wireless. WIND TELECOM S.p.A., through its subsidiaries, is currently serving 117 million subscribers worldwide and is the entry point of choice for both technically advanced attractive markets and high-growth under-penetrated emerging markets.
About Egan-Jones Proxy Services
Egan-Jones provides research, recommendations and voting services for domestic and foreign proxy proposals offered in annual subscriptions priced according to the number of securities covered. Each proxy proposal is carefully weighed to understand its impact on overall shareholder value, and for Taft-Hartley clients to ensure that the rights and interests of labor are respected. Egan-Jones also fully understands the key characteristics of effective corporate governance and the cumulative benefits to a company whose management is able to preserve these values. Egan-Jones is uniquely positioned with the proven analytical savvy and real time experience required to unravel even the most complicated proxy voting issues. Equally important, Egan-Jones Proxy Services is completely independent. In order to safeguard the integrity of its recommendations, Egan-Jones does not sell consulting services to management or board members regarding any proxy related issues.
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 approvals relating to the transaction with Wind Telecom; 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 Special General Meeting and the possibility of further legal challenge by Telenor with respect to its claims to pre-emptive rights or otherwise; 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 succeed in its legal challenges (including in its request for injunctive relief) or may bring further legal challenges 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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