LEADING INDEPENDENT PROXY FIRM RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST WIND TELECOM TRANSACTION
Fornebu, March 2, 2011 - Telenor Group today announced that Institutional
Shareholder Services ("ISS"), the leading independent proxy voting advisory
service to the global financial community, has recommended that shareholders of
VimpelCom Ltd. (NYSE:VIP) vote against the proposed increase in share capital
and issuance of shares in connection with the proposed acquisition of Wind
Telecom S.p.A. at the upcoming Special General Meeting scheduled to be held on
March 17, 2011.
In reaching its conclusion, ISS performed a detailed analysis of the market
reaction to the Wind Telecom transaction, the proposed transaction terms, equity
analysts' views and the implications for corporate governance at VimpelCom.
In considering the market reaction, ISS noted that since the initial
announcement of the transaction, VimpelCom shares have declined by 10.2% and
"have not participated in the growth experienced by the broader MSCI Russia and
RTS indices, which have increased by 29.3% and 31.3%, respectively. Since
VimpelCom Ltd ADRs began trading in April 2010, those shares are down 27.8%,
while the MSCI Russia and RTS Indices are up 15.7% and 18.7%, respectively."
While noting that the reactions of independent equity analysts have been mixed,
ISS stated that "analysts appear to be skeptical of the synergies that have been
proposed, as well as the risks surrounding the Algerian assets."
Finally, ISS also raised concerns that consummation of the Wind Telecom
transaction could result in termination of the carefully considered shareholders
agreement between Telenor and Altimo.Â Under such circumstances, "the risk to
unaffiliated shareholders of losing the bulwark provided by the shareholder
agreement - and in particular their ability to elect the independent directors
who provide the swing vote on major board decisions - should inspire caution."
Richard Olav Aa, Executive Vice President and CFO of Telenor, stated that "ISS'
support validates our belief that VimpelCom shareholders will not be well served
by the Wind Telecom transaction and that approval of the Wind Telecom
transaction will only destroy even more shareholder value.Â We strongly urge all
shareholders to vote against the transaction well in advance of the March
11, 2011 voting deadline to ensure their votes are represented at the Special
Holders of VimpelCom's Depositary Receipts must provide voting instructions to
the The Bank of New York Mellon, as Depository, on or before 5:00 P.M. New York
City time on March 11, 2011 in order for such voting instructions to be
processed in time to be voted at the Special General Meeting.
VimpelCom shareholders who have questions about the Special General Meeting, or
need assistance in voting their shares, should contact Telenor's proxy
solicitor, Innisfree M&A Incorporated in the United States at +1-877-800-5190
(toll-free in the United States) or, outside the United States, its London based
subsidiary, Lake Isle M&A Incorporated, at +44 20 7710 9960.Â Shareholders
needing assistance can also send an e-mail to email@example.com.
Dag Melgaard, Communication Manager, Telenor Group Communications
tel:Â +47 901 92 000
This letter contains forward-looking statements that involve risks and
uncertainties. In addition, other written or oral statements which constitute
forward-looking statements have been made and may in the future be made by or on
behalf of Telenor ASA. In this letter, such forward-looking statements include,
without limitation, statements relating to the implementation of strategic
initiatives, the results or consequences of any meeting of VimpelCom
shareholders, the consequences of the proposed transaction with Wind Telecom
S.p.A., statements relating to VimpelCom's future business development and
economic performance and other statements regarding matters that are not
historical facts. The words "believe", "expect", "will", "may", "could",
"should", "would" and similar expressions identify certain of these forward-
looking statements.Â Readers are cautioned not to put undue reliance on forward-
looking statements because actual events and results may differ materially from
the expected results described by such forward-looking statements. Telenor
disclaims any intention or obligation to update and revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
Telenor has filed with the Securities and Exchange Commission (the SEC) a
statement on Schedule 13D with respect to Telenor's interest in the securities
of VimpelCom, together with amendments thereto. Investors and security holders
are urged to read the Schedule 13D, as well as Telenor's and VimpelCom's
respective filings with the SEC, including VimpelCom's proxy statement furnished
to the SEC under cover of Form 6-K on February 15, 2011, VimpelCom's
registration statement on Form F-4 filed with the SEC, OJSC VimpelCom's public
filings with the SEC, including its
Annual Report on Form 20-F for the year ended December 31, 2009, together with
amendments and supplements thereto, because they contain (or will contain)
important information. Investors and security holders may obtain free copies of
such documents at the SEC's website (http://www.sec.gov).
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Source: Telenor via Thomson Reuters ONE