Vimpelcom’s takeover of Golden Telecom confirmed

3 Jan 2008

Russian cellco Vimpelcom has confirmed an agreement to acquire compatriot telco Golden Telecom via two wholly owned subsidiaries, Vimpelcom Finance and Lillian Acquisition. Pursuant to a merger agreement approved by the boards of both operators last month, Lillian Acquisition will commence a tender offer on or before 18 January to acquire 100% of the outstanding shares of Golden Telecom’s common stock at a price of USD105 per share in cash, implying a total equity value of approximately USD4.3 billion. The tender offer, if successful, will be followed by a second-step merger in which any remaining minority holders of Golden Telecom common stock will be granted the right to receive USD105 per share in cash. The transaction will be concluded upon receiving regulatory approval, and provided Vimpelcom buys at least 63.3% of Golden’s shares. Golden Telecom’s largest single shareholder Altimo, the telecoms arm of Russia’s Alfa Group, has separately announced that it will sell its shares to Vimpelcom. Golden Telecom is currently owned by Altimo (26.6%), Telenor (18.3%), Rostelecom (11%) and Inure (7.9%), with the remaining 36.2% in free float. Altimo and Telenor will retain their ownership in Golden as they are the two largest shareholders in Vimpelcom.

Russia, Beeline (Russia), Telenor Group, VEON