VIMPELCOM COMPLETES COMBINATION WITH WIND TELECOM
- Establishes world’s sixth largest mobile telecommunications provider with an enhanced platform for global growth -
Amsterdam and New York (April 15, 2011) – VimpelCom Ltd. (“VimpelCom” or the “Company”) and WIND TELECOM S.p.A., (“Wind Telecom”), ”), leading international providers of telecommunications services, are pleased to announce the closing of the transaction (“Transaction”) that combines the two entities to create a new global telecom group.
As a result of the Transaction, VimpelCom owns, through Wind Telecom, 51.7% of Orascom Telecom Holding S.A.E. (“Orascom Telecom”) and 100% of WIND Telecomunicazioni S.p.A. (“Wind Italy”). The combination of VimpelCom and Wind Telecom creates the world’s sixth largest mobile telecommunications provider by number of subscribers with operations in 20 countries. Total mobile subscriber base reached 181 million as of December 31, 2010.
On March 17, 2011, VimpelCom shareholders approved the issuance of VimpelCom common shares and convertible preferred shares, paving the way for the establishment of a global diversified platform. Former shareholders of Wind Telecom received 325,639,827 newly-issued VimpelCom common shares, 305,000,000 newly-issued VimpelCom convertible preferred shares, US$1,495 million in cash and shall receive certain assets to be demerged from the Wind Telecom group and transferred back to Weather Investments II S.?.r.l. (“Weather II”), as further described below.
Jo Lunder, Chairman of VimpelCom, commented:
“This landmark transaction is a significant step forward for VimpelCom. It establishes the growth platform that the Supervisory Board has strongly supported, allowing us to become a truly global player with a strong presence across Europe, Asia and Africa. At the same time, the enlarged VimpelCom remains committed to delivering enhanced shareholder value in 2011 and beyond, which is critical to the success of a leading global company.”
Naguib Sawiris, Chairman of Wind Telecom, commented:
“We share a common global vision with our new partners at VimpelCom. The prospects for our new, enlarged and diversified telecoms platform are exciting and a reflection of our high quality assets across each of the geographies where we operate. Moreover, I am confident that our minority shareholders in Orascom Telecom will benefit from the synergies created from the combination of the two entities and by the overall strengthening of the Orascom Telecom balance sheet. ”
Alexander Izosimov, Chief Executive Officer of VimpelCom, added:
“The closing of this large and complex transaction opens the door for new and exciting growth opportunities, positioning the Company to capitalize on strong growth in emerging markets, industry consolidation, and the rapid development of mobile data. VimpelCom has already commenced integration initiatives and we are focused on realizing synergies, particularly in the area of procurement, and capitalizing on the Company’s strengthened leadership, scale and market expertise. Furthermore, we look forward to delivering on our commitment to strengthening our financial position through rapid debt paydown and to driving sustained growth in our business.”
Organizational Structure and Key Appointments for the Combined Company
Following the completion of the Transaction, VimpelCom Ltd.’s Supervisory Board approved the Company’s new corporate structure and key appointments. The new structure is designed to support the successful development of VimpelCom’s enlarged commercial and geographic footprint, while maintaining a lean corporate and management function.
The Company’s corporate headquarters are in Amsterdam with centralized corporate functions, including corporate finance, tax, accounting & control, treasury, legal, regulatory affairs, human resources, public relations, investor relations, M&A, commercial operations and technological strategy/procurement function.
VimpelCom management is led by Alexander Izosimov, Chief Executive Officer. Members of senior management reporting directly to Mr. Izosimov include:
• President and Chief Operating Officer, Khaled Bichara
• Chief Financial Officer, Henk van Dalen
• Group General Counsel, Jeff McGhie
• Group Human Resources Director, Anja Uitdehaag; and
• Group Regulatory Affairs Director, still to be appointed
Mr. Bichara, former Group Chief Executive Officer of Wind Telecom, has been appointed to the newly created position of President and Chief Operating Officer, with responsibility for the Company’s Business Units, as well as for the newly formed Commercial and Technology functions. These functions, which will be led by a Chief Technology Officer and a Chief Commercial Officer, will be focused on executing the Company’s synergy roadmap and achieving the targets for technology procurement and commercial development, respectively.
There will be five key Business Units in the new corporate structure:
• Europe and North America (including Italy and Canada)
• Africa and Asia (including Orascom and South East Asia)
Financing and Reporting
The US$1.495 billion cash consideration for the Transaction was financed from existing cash balances and new debt facilities.
The Company continues to utilize ring fenced financing structures at Wind Italy. Part of Orascom Telecom’s debt at the holding company level is being refinanced via an inter-company loan from VimpelCom. All of Orascom Telecom’s subsidiary debt remains in place.
Management plans to consolidate financial results of Wind Telecom effective April 15th, 2011.
Orascom Telecom Spin-off and Wind Italy Spin-off
Wind Telecom’s interests in the assets to be demerged principally comprise Orascom Telecom’s investments in Egypt and North Korea and Wind Italy’s Wind International Services S.p.A. subsidiary and certain other less significant assets. The demergers are contemplated to take place shortly after the closing of the Transaction.
Orascom Telecom Algeria (OTA) remains a strategically important asset for VimpelCom. Therefore, the Company is interested in exploring with the Algerian Government a resolution which would allow VimpelCom to retain OTA following completion of the Transaction. In the event that such a resolution is not possible within a reasonable time frame, VimpelCom has an option, which can be exercised at any time within six months from the closing of the Transaction, to enter into a value sharing arrangement with Weather II with respect to Orascom Telecom’s shareholding in OTA, which in particular provides significant downside protection for VimpelCom in Algeria.
Arbitration Regarding Pre-Emptive Rights of Telenor
The arbitration proceeding, commenced by Telenor against VimpelCom Ltd. and Altimo Holdings & Investments Ltd. under the VimpelCom Shareholders Agreement is ongoing. At the moment, there is no additional information to provide in this regard. VimpelCom will, as previously confirmed, comply with any arbitration outcome.
VimpelCom is one of the world’s largest groups of integrated telecommunications services operators offering a wide range of wireless, fixed, and broadband services in Russia, Ukraine, Kazakhstan, Uzbekistan, Tajikistan, Armenia, Georgia, Kyrgyzstan, Vietnam, Cambodia, Laos, Algeria, Bangladesh, Pakistan, Burundi, Zimbabwe, Namibia, Central African Republic, Italy and has an indirect equity shareholding in Globalive Wireless Canada (“Wind Mobile”). VimpelCom’s operations around the globe cover a territory with a total population of approximately 843 million people. The Company provides services under the “Beeline”, “Kyivstar”, “djuice”, “Wind”, “Infostrada” “Mobilink”, “Leo”, “Banglalink”, “Telecel”, and “Djezzy” brands. As of December 31, 2010 VimpelCom had 181 million mobile subscribers. VimpelCom is traded on the New York Stock Exchange under the symbol (VIP). For more information visit: www.vimpelcom.com