FAS files claim against files claim against Telenor; seeks to invalidate purchase of Vimpelcom shares from Weather

19 Apr 2012

Telenor has revealed that the Federal Antimonopoly Service (FAS) has filed a claim in the Moscow Arbitrazh Court, the Russian capital’s principal commercial court, against holding companies Telenor East Holding II and Weather Investments II; the legal action seeks to invalidate Telenor’s February 2012 purchase of 234 million Vimpelcom preferred shares from Weather Investments for USD374.4 million. The deal saw Telenor increase its voting share in the Amsterdam-headquartered telecoms group to 36.36%. Telenor confirms that it has not yet been formally notified of the claim by the FAS or the court, but reports that the Vimpelcom Group, Vimpelcom (Russia), Vimpelcom Holdings, Altimo and Altimo Cooperatief have all been named as interested third parties in the FAS claim.

Telenor understands the FAS has alleged that the share purchase violated the Russian Strategic Investment Law, and has requested the court to invalidate those transactions, and that Telenor return the Vimpelcom shares it acquired to Weather Investments. Further, the FAS wants Telenor, Vimpelcom and Altimo to enter into a new shareholders agreement with substantially the same terms as the one terminated by Altimo last year. Prior to the court’s ruling, the FAS has imposed an injunction on the parties ensuring that no changes are made to the Vimpelcom board in the interim, nor can Telenor and Weather exercise their rights under the option agreement that accompanied the February deal.

Telenor spokesman Dag Melgaard commented: ‘We believe we have fully complied with the Strategic Investment Law as it has been interpreted and applied to date. In addition, we have provided the FAS with all of the information it has requested. There has not been any change of control in Vimpelcom, nor is there any agreement between Telenor and Weather Investments concerning control of Vimpelcom. We are open to a dialogue with the FAS, but we will defend Telenor’s position using all available remedies under applicable law and treaties. Furthermore, Telenor is within the ownership range it has been before. The transaction with Weather Investments re-established the balance of shareholder interest which existed before Telenor’s ownership was diluted as a result of the Wind Telecom transaction.’

Russia, Altimo (part of the Alfa Group), Telenor Group, VEON