Kyivstar is the leading mobile operator in Ukraine by total number of subscribers, with a 40.2% subscriber market share and approximately 22.3 million subscribers as of September 30, 2009. Kyivstar benefits from having a strong cash flow generation and low leverage and a leading brand awareness, service, network coverage and quality in Ukraine. It is a leader in key sub-segments of the Ukrainian market, including the mass and youth segments, and is focused on extending its broadband services, positioning itself as the leading provider of multimedia services in its market. Telenor currently owns 56.5% of Kyivstar's share capital through its wholly owned subsidiary Telenor Mobile Communications AS and Altimo currently owns 43.5% of Kyivstar's share capital indirectly through its wholly owned subsidiary Storm LLC.
Important Additional Information
In connection with the U.S. Offer by VimpelCom Ltd. to acquire all outstanding shares of OJSC VimpelCom (including those represented by ADSs), VimpelCom Ltd. has filed with the SEC a registration statement on Form F-4, which includes a prospectus and related U.S. Offer acceptance materials to register shares of VimpelCom Ltd. (including those represented by DRs) to be issued in exchange for OJSC VimpelCom shares held by U.S. persons and OJSC VimpelCom ADSs held by all holders, wherever located. In addition, VimpelCom Ltd. will file a Statement on Schedule TO with the SEC in respect of the U.S. Offer. Holders of OJSC VimpelCom securities are urged to carefully read the registration statement (including the prospectus), the Statement on Schedule TO, and any other documents relating to the U.S. Offer filed with the SEC, as well as any amendments and supplements to those documents, because they contain important information. Free copies of the registration statement, including the prospectus and related U.S. Offer acceptance materials, the Statement on Schedule TO, and other relevant documents filed with the SEC in respect of the U.S. Offer, can be obtained at the SEC's website at www.sec.gov. The prospectus and related U.S. Offer acceptance materials are being mailed to holders of OJSC VimpelCom securities eligible to participate in the U.S. Offer. Additional copies may be obtained for free from Innisfree M&A Incorporated, the information agent for the U.S. Offer, at the following telephone numbers: +1-877-800-5190 (for shareholders and ADS holders) and +1-212-750-5833 (for banks or brokers).
This announcement is not an offering document and does not constitute an offer to sell or the solicitation of an offer to buy securities or a solicitation of any vote or approval, nor shall there be any sale or exchange of securities in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The solicitation of offers to exchange OJSC VimpelCom securities for VimpelCom Ltd. DRs in the United States will only be made pursuant to the prospectus and related U.S. Offer acceptance materials that are being mailed to U.S. holders of OJSC VimpelCom shares and all holders of OJSC VimpelCom ADSs, wherever located. An investor may only exchange OJSC VimpelCom shares for VimpelCom Ltd. DRs in the Russian Offer if such investor is a "qualified investor" under the applicable Russian rules and regulations. This announcement is not for publication, release or distribution in or into or from any jurisdiction where it would otherwise be prohibited.
This press release does not constitute advertisement of securities, including securities of foreign issuers, in the Russian Federation within the meaning of Federal Law No. 39-FZ "On the Securities Market" dated April 22, 1996, as amended (the "Securities Law"), Federal Law No. 46-FZ "On the Protection of Rights and Lawful Interests of Investors on the Securities Market" dated March 5, 1999, as amended, and Federal Law No. 38-FZ "On Advertising" dated March 13, 2006, as amended, or a public offer to purchase, sell, exchange or transfer to or for the benefit of any person resident, incorporated, established or having their usual residence in the Russian Federation, or to any person located within the territory of the Russian Federation, that does not fall under a legal definition of a "qualified investor" within the meaning of Article 51.2 of the Securities Law, or an invitation to or for the benefit of any such person, to make offers to purchase, sell, exchange or transfer any such securities. The securities of VimpelCom Ltd. have not been and will not be admitted for placement, public placement or public circulation in the Russian Federation within the meaning of Article 51.1 of the Securities Law.
Cautionary statement regarding forward-looking statements
This announcement contains "forward-looking statements." Forward-looking statements provide VimpelCom Ltd.'s current expectations or forecasts of future events. Forward-looking statements include statements about VimpelCom Ltd.'s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Any statement in this announcement that expresses or implies VimpelCom Ltd.'s intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. Words or phrases such as "anticipate," "believe," "continue," "estimate," "expect," "intend," "may," "ongoing," "plan," "potential," "predict," "project," "will" or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to:
- risks related to the timing or ultimate completion of the Transaction;
- the possibility that expected benefits may not materialise as expected;
- that, prior to the completion of the Transaction, OJSC VimpelCom's
business or Kyivstar's business may not perform as expected;
- that the parties are unable to successfully implement integration
strategies or otherwise realise any synergies that might arise from the
Transaction;
- future operating or financial results;
- expectations regarding the future growth of the telecoms industry;
- forecasts regarding future macroeconomic performance or results;
- future payments of dividends and the availability of cash for the
payment of dividends;
- future acquisitions, business strategy and expected capital spending;
- assumptions regarding interest rates and inflation;
- changes in governmental rules and regulations or actions taken by
regulatory authorities;
- unanticipated changes in laws and regulations;
- potential liability from future litigation; and
- other risks and uncertainties that are beyond the parties' control.
If such risks or uncertainties materialise or such assumptions prove incorrect, actual results could differ materially from those expressed or implied by such forward-looking statements and assumptions. The forward-looking statements contained in this announcement are made as of the date hereof, and VimpelCom Ltd. expressly disclaims any obligation to update or correct any forward-looking statements made herein due to the occurrence of events after the issuance of this announcement.
Contacts
Questions on the U.S. Offer and requests for assistance may be directed to Innisfree M&A Incorporated, or its London based representative Lake Isle M&A Incorporated, the information agent in connection with the U.S. Offer:
Innisfree M&A Incorporated Lake Isle M&A Incorporated
Arthur Crozier (New York) Michael Payne (London)
501 Madison Avenue 39 King Street
New York, NY 10022 London EC2V 8DQ
Tel: +1-212-750-5837 Tel: +44(0)20-7710-9964
Questions on the Russian Offer and requests for assistance may be directed to NRK, the Russian exchange agent in connection with the Russian Offer:
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