AMSTERDAM and NEW YORK, March 6, 2011 /PRNewswire/ -- VimpelCom Ltd. ("VimpelCom" or the "Company") (NYSE: VIP) welcomes today's announcement by Altimo Holdings & Investments Limited ("Altimo") that Altimo is committed to preserving three independent seats on the Supervisory Board after the proposed combination of VimpelCom and Wind Telecom (the "Transaction") is completed.
Altimo also affirmed the following:
- The current composition of VimpelCom's Supervisory Board, including its three independent members, is not expected to change upon closing of the Wind Telecom transaction;
- The Wind Telecom transaction does not cause the termination of the Shareholders Agreement and, therefore, upon consummation of the transaction the Shareholders Agreement would still be in place; and
- Altimo intends to maintain three independent directors on the Supervisory Board even if the Shareholders Agreement were terminated in the future, with the three independent directors continuing to have the ability to break deadlocks at the Supervisory Board.
VimpelCom is committed to good corporate governance principles that safeguard the rights of all shareholders, including minority shareholders. Furthermore, the Company views the announcement by Altimo as an affirmation that all shareholders will continue to play an active role in corporate decision making.
The Special General Meeting of VimpelCom is scheduled to take place on March 17, 2011 to approve the issuance of up to 325,639,827 VimpelCom common shares and 305,000,000 convertible preferred shares and the increase of VimpelCom's authorized share capital needed to complete this transaction.
VimpelCom's Supervisory Board and Management Board recommend shareholders vote "FOR" the proposals by signing, dating and returning the WHITE voting card received from the Company.
Shareholders who need assistance or have questions about the voting process should call VimpelCom's proxy solicitor, D.F. King & Co., Inc., toll-free in North America at +1 800 431 9645, toll-free in Continental Europe at 00800 5464 5464, +44 207 920 9700 from other locations, or call collect at +1 212 269 5550.
VimpelCom Ltd. consists of telecommunications operators providing voice and data services through a range of wireless, fixed and broadband technologies. The VimpelCom Ltd. group is headquartered in Amsterdam and has operations in Russia, Ukraine, Kazakhstan, Uzbekistan, Tajikstan, Georgia, Armenia, Kyrgyzstan, Vietnam and Cambodia, covering territory with a total population of about 345 million. VimpelCom Ltd. operating companies provide services under the "Beeline" and "Kyivstar" brands. VimpelCom Ltd.'s ADSs are listed on the New York Stock Exchange under the symbol "VIP".
About WIND TELECOM S.p.A. (formerly Weather Investments S.p.A.)
WIND TELECOM S.p.A. is a leading international telecommunications company offering mobile, fixed, Internet and international communication services. WIND TELECOM S.p.A. owns 100% of Wind Telecomunicazioni S.p.A. and 51.7% of Orascom Telecom Holding SAE, which in turn operates GSM networks in Algeria, Bangladesh, Egypt, Pakistan, North Korea, and in Canada through its indirect equity ownership in Globalive Wireless. WIND TELECOM S.p.A., through its subsidiaries, is currently serving 117 million subscribers worldwide and is the entry point of choice for both technically advanced attractive markets and high-growth under-penetrated emerging markets.
Cautionary statement regarding forward-looking statements
This announcement contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Any statement in this announcement that expresses or implies VimpelCom's intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. Forward-looking statements involve inherent risks, uncertainties and assumptions, including, without limitation, risks related to the timing or ultimate completion of the Transaction; the possibility that expected benefits may not materialize as expected; that, prior to the completion of the Transaction, VimpelCom's business or Wind Telecom's business may not perform as expected due to uncertainty; that the parties are unable to successfully implement integration strategies or otherwise realize the synergies anticipated for the Transaction; the possibility that Telenor may appeal the decision of the English Commercial Court, succeed in the arbitration against the Company and Altimo or bring other legal challenge (including further requests for injunctive relief) against the Company, its officers or directors and/or Altimo in respect of its claims to pre-emptive rights or otherwise; and other risks and uncertainties that are beyond the parties' control. If such risks or uncertainties materialize or such assumptions prove incorrect, actual results could differ materially from those expressed or implied by such forward-looking statements and assumptions. Certain other risks that could cause actual results to differ materially from those discussed in any forward-looking statements include the risk factors described in VimpelCom's proxy statement furnished to the U.S. Securities and Exchange Commission (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, and other public filings made by the VimpelCom with the SEC, which risk factors are incorporated herein by reference. The forward-looking statements contained in this announcement are made as of the date hereof, and VimpelCom expressly disclaim any obligation to update or correct any forward-looking statements made herein due to the occurrence of events after the issuance of this announcement.
SOURCE VimpelCom Ltd.