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Telenor Proposes that VimpelCom Acquire Kyivstar for Cash


(Fornebu, Norway, Moscow, Russia and Kyiv, Ukraine - 20 March 2006) Telenor today proposed that Russian mobile operator VimpelCom acquire 100% of Ukrainian mobile operator Kyivstar for cash. Telenor believes that if the transaction is completed as proposed, it will be beneficial for Kyivstar, VimpelCom and VimpelCom’s shareholders, as well as for Telenor’s shareholders, and will create a framework for ending Alfa’s attacks on Telenor’s ownership interests in VimpelCom and Kyivstar.

“We have today presented a forward looking proposal that, if implemented on the terms proposed, would enable VimpelCom to continue on its path of growth in Russia and the CIS and allow Kyivstar to be part of that growth,” said Telenor Executive Vice President and Head of Eastern/Central Europe, Jan Edvard Thygesen. “However, we are not prepared to sell Kyivstar to VimpelCom unless there is a structure in place that will ensure that Alfa’s attacks will end.”

Telenor’s proposal is a response to VimpelCom’s February 8 proposal that VimpelCom acquire Kyivstar for US$5 billion in VimpelCom shares. Telenor has proposed that VimpelCom acquire Kyivstar for not less than US$5 billion in cash, an alternative that VimpelCom CEO Alexander Izosimov indicated was a possibility in his conference call with analysts on February 14. Telenor has set a deadline of March 31 for indications from VimpelCom and Alfa of their intent to pursue discussions concerning Telenor’s proposal.

One of the principal conditions of Telenor’s proposal is that Telenor and Alfa enter into an agreement providing for a market-based separation mechanism. If implemented and activated, this mechanism would permit the party placing the highest value on VimpelCom to make an offer to purchase all of the other party’s shares in VimpelCom, and would obligate the other party to sell all its shares in VimpelCom to the offering party. Such an arrangement could result in Telenor or Alfa holding a controlling stake in VimpelCom. Due to amendments to the Russian Joint Stock Company Law that will become effective on July 1, assuming Telenor and Alfa retain their current levels of ownership in VimpelCom, the acquiring party would be required to make a tender offer to all VimpelCom’s shareholders.

To ensure it can comply with the new mandatory tender offer requirements of the Joint Stock Company Law if the proposed separation mechanism is implemented and later triggered, Telenor has today filed an amendment to its existing application to the Federal Antimonopoly Service of the Russian Federation that, if approved, would permit Telenor to acquire up to 100% of VimpelCom.

“Telenor has consistently supported a transaction involving VimpelCom and Kyivstar, but only if it makes business sense and the corporate governance of the combined entity is assured going forward,” said Thygesen. “Our proposal is designed to ensure these requirements are met and, if implemented as proposed, would establish a basis for ending Alfa’s attacks on Telenor’s ownership interests in VimpelCom and Kyivstar. Telenor has been an investor in the Russian telecommunications sector since 1992, and our preference is to remain a long-term industrial investor in VimpelCom.”

NB ! To editors:
A press conference will be held at the Arrarat Hyatt Hotel in Moscow at 1100 hrs local time (0900 CET) today, Monday 20 March. The press conference will be streamed live over the Internet. A recording will also be available later in the day. Telenor Executive Vice President and Head of Eastern/Central Europe, Jan Edvard Thygesen, will present the proposal.
Link to press conference:


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