Norwegian telecoms giant Telenor has announced that it has filed a claim in the Supreme Court of Bermuda, requesting that the court declares that the telco’s 15 February purchase of 234 million preferred shares in international telecoms group Vimpelcom did not trigger the mandatory tender offer (MTO) requirements stipulated in the latter’s by-laws. Amsterdam-based Vimpelcom is incorporated in Bermuda and listed on the New York Stock Exchange (NYSE). Telenor spokesman Dag Melgaard explained: ‘Vimpelcom is a Bermuda company. The issue of whether Telenor and Weather Investments have an obligation under Vimpelcom’s by-laws to make an MTO is a question of law for determination by a Bermuda court. We filed this claim to ensure that the court has the opportunity to promptly make such a determination’.
Earlier this month Altimo alleged that Telenor and Weather violated the provisions contained in Section 16 of the company’s by-laws, by not commencing an MTO as a result of the ‘Preferred Share Transactions’. Further, Altimo asserted that Telenor and Weather have formed a ‘group’ owning a more than 50% voting interest in Vimpelcom. However, Altimo acknowledges that it appreciates that it is not currently possible for the company’s supervisory board to require Telenor and Weather to launch an MTO, due to the position adopted by the Russian Federal Anti-Monopoly Service (FAS), which filed a claim in the Russian capital’s principal commercial court, in April this year.
This new development marks the latest twist in a fractious power struggle between Telenor and Altimo, which began in 2006. Ironically, Telenor strongly objected to Vimpelcom’s USD6.5 million merger with Sawiris’ Weather Investments, complaining that the deal ‘didn’t make strategic or financial sense for Vimpelcom’s shareholders’. Following the completion of the deal, Telenor expressed concerns that Altimo and Weather would have the required majority to alter the structure of the board, potentially freezing Telenor out of all major decisions, although it now appears that the tables have turned.