e425
Filed by Telenor ASA
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Open Joint Stock Company Vimpel-Communications
Commission File No.: 001-14522
CEO, Chairman of the Board and Independent
Directors selected for VimpelCom Ltd.
(Fornebu/Norway and Moscow/Russia 30 November 2009) Telenor and Altimo have agreed to appoint
Alexander Izosimov as the CEO of VimpelCom Ltd. Jo Lunder will be the Chairman of the Board of
Directors. Mr. Lunder, Mr. Leonid Novoselsky and Dr. Hans Peter Kohlhammer will be the independent
members of VimpelCom Ltd.s Board of Directors.
On 5 October 2009, Telenor ASA and Altimo Holdings & Investments Ltd. announced their agreement to
combine their common assets in Ukrainian mobile operator Kyivstar and Russian mobile operator OJSC
VimpelCom in a newly formed Bermuda company, VimpelCom Ltd., which will be headquartered in the
Netherlands. Today, Telenor and Altimo announce that they have selected candidates to fill
VimpelCom Ltd.s leadership positions: Alexander V. Izosimov, presently non-executive President of
OJSC VimpelCom, will be appointed as VimpelCom Ltd.s President and CEO, and Jo Lunder will become
an independent director and Chairman of VimpelCom Ltd.s Board. Leonid Novoselsky and Dr. Hans
Peter Kohlhammer will become independent members of VimpelCom Ltd.s Board of Directors.
Jon Fredrik Baksaas, President and CEO of Telenor Group, said:
It is with great confidence that we announce two such prominent and experienced people, Alexander
Izosimov and Jo Lunder, to head our new united company. They both have unique knowledge of the
mobile business and will be beneficial for the future prosperous development of the new company.
Both have contributed substantially to making OJSC VimpelCom one of Europes leading mobile
operators. When Telenor first invested in VimpelCom in 1998, the company had a mere 300,000
customers, a number which today exceeds 65 million. From being a small Moscow-based operator, OJSC
VimpelCom now has operations in nine countries in addition to Russia. Alexander Izosimov and Jo
Lunder have contributed greatly to this success, and together they will create a continued success
story from our new base in the Netherlands.
Alexei Reznikovich, CEO of Altimo, commented:
It the present phase, when we are about to embark on this new exciting venture, it is extremely
important that we emphasize the continuation of present successes. This is one major reason why we
have chosen Jo Lunder and Alexander Izosimov to take on the development of our new jointly-owned
mobile telecoms operator, VimpelCom Ltd. They have a unique track record of success and it is with
trust that we wish them all the best in their efforts to develop this new creation of ours into a
leading emerging markets mobile operator.
Chairman of the Board
Jo Lunder is currently the Executive Vice President of FERD, one of Norways largest
privately-owned financial and industrial groups. Previously, Mr. Lunder served as the Chief
Executive Officer of Atea ASA, one of Europes largest IT-infrastructure companies listed on the
Oslo Stock Exchange. Prior to that, he served as Managing Director of Telenor Privat and Vice
Managing Director of Telenor Mobil. Mr Lunder has been a member of the OJSC VimpelCom Board of
Directors since May 2002. During his tenure at OJSC VimpelCom, Mr. Lunder served as Chairman of
the Board, Chief
Executive Officer, and Chief Operating Officer. In addition, Mr. Lunder currently serves as
Chairman of the Aibel Group of Companies, the second largest Nordic oil and gas services company,
Chairman of Elopak AS, the worlds third largest liquid carton packaging company, and
Chairman of Swix Sport AS, a global supplier of winter clothing and skiing equipment. Mr. Lunder
earned a B.A. degree from Oslo Business School and holds an MBA from Henley Management College
(UK). Mr. Lunder is 48 years old and is a Norwegian citizen.
President and CEO
Alexander Izosimov served as OJSC VimpelComs Chief Executive Officer and General Director from
October 2003 until April 2009. Mr. Izosimov currently is the Chairman of the Board of GSM
Association and serves on the Boards of Directors of Baltika Breweries Plc., MTG AB and Dynasty
Foundation. Mr. Izosimov also is a member of the Council on Competitiveness and Entrepreneurship in
Russia. Prior to joining OJSC VimpelCom, Mr. Izosimov held senior positions with Mars, Inc. [in
Moscow] and McKinsey & Company in Stockholm and London. Mr. Izosimov has a M.S. degree from the
Moscow Aviation Institute and an MBA from INSEAD. Mr. Izosimov is 46 years old, and is a Russian
citizen.
Independent Directors
VimpelCom Ltd.s Board will consist of nine directors, three of whom will be appointed by each of
Telenor and Alfa and three of whom will be independent. In addition to Mr. Lunder, the VimpelCom
Ltd.s independent directors will consist of the following people:
Leonid Novoselsky
Leonid Novoselsky has been a director of OJSC VimpelCom since June 2006. He is a co-founder and
the General Director of the Gradient Group. Mr. Novoselsky also has served as General Director of
LLC Arbat Prestige Gradient since 2005 and a founding member of LLC Trade House Symposium
since 2007. From September 2008, Mr. Novoselsky has served as a director of OJSC Protec, one of
the largest pharmaceutical distributors in Russia. Mr. Novoselsky graduated from the Moscow
Institute of Steel and Alloys and has an MBA from the University of Pennsylvania Wharton Business
School. Mr. Novoselsky is 39 years old, and is a Russian citizen.
Dr. Hans Peter Kohlhammer
Hans Peter Kohlhammer has been a director of OJSC VimpelCom since June 2008. Dr. Kohlhammer has
been the Chief Executive Officer of Kohlhammer Consulting since August 2006 and served as the Chief
Executive Officer of Broadnet AG in Hamburg from December 2006 to October 2007. From 2003 to 2006,
Dr. Kohlhammer was the Chief Executive Officer and Director General of the telecom company SITA SC
in Geneva. From 2001 until 2003, Dr. Kohlhammer was the President and Chief Executive Officer of
Grundig AG. Dr. Kohlhammer has a Ph.D. degree in Mathematics from Bonn University. Dr. Kohlhammer
is 62 years old, and is a German citizen.
Notes to Editors
Photos
High resolution photos of Mr. Lunder, Mr. Kohlhammer and Mr. Novoselsky may be downloaded from:
http://www.vimpelcom.com/people/directors.wbp.
A photo of Mr. Izosimov can be downloaded from: http://www.telenor.com/downloads/20091129/alexander-izosimov.jpg
Background
VimpelCom Ltd. will be a leading mobile operator in Russia, Ukraine and the CIS, with a significant
presence in Southeast Asia. VimpelCom Ltd. will seek to expand its operations in other rapidly
developing markets in Europe, Asia and Africa, becoming one of the worlds leading players in the
industry. VimpelCom Ltd. is incorporated in Bermuda and will be headquartered in the Netherlands
and listed on the NYSE.
Subject to receiving the required regulatory and other approvals, VimpelCom Ltd. intends to make an
offer whereby OJSC VimpelCom shares and ADRs will be exchanged for Depositary Receipts (DRs)
representing shares in VimpelCom Ltd. (the Exchange Offer). Immediately following the successful
completion of the Exchange Offer, Telenor and Altimo will contribute their respective shareholdings
in Kyivstar in exchange for shares in VimpelCom Ltd. The parties expect to complete the proposed
Exchange Offer and the other related transactions by mid-2010, following which VimpelCom Ltd.
intends to delist OSJC VimpelComs securities from the New York Stock Exchange and the Russian
Trading System.
The Telenor Group is an international provider of high quality telephony, data and media
communication services with mobile operations in 13 markets across the Nordic region, Central and
Eastern Europe and in Asia. Headquartered in Norway, the Telenor Group is among the largest mobile
operators in the world with over 160 million mobile subscriptions, revenues in 2008 of NOK 110
billion, and a workforce of more than 40,000.
Altimo specializes in telecoms investments in Russia, the CIS and Asia. Its stakes include: 44% of
the voting interest in VimpelCom, one of Russias two biggest mobile phone companies (NYSE: VIP);
25.1% of MegaFon, the third largest GSM provider in Russia; 43.5% of Kyivstar, Ukraines largest
mobile phone company; and 4.99% of Turkcell, Turkeys largest mobile company (NYSE: TKC). Together,
Altimos investee companies serve more than 160 million mobile phone subscribers.
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, including statements concerning the anticipated timing of filings and approvals
relating to the proposed transactions; the expected timing of the completion of the proposed
transactions; the expected benefits and costs of the proposed transactions; management plans
relating to the proposed transactions; the ability to complete the proposed transactions in view of
the various closing conditions; the possibility that the proposed transactions may not be
completed, any projections of earnings, revenues, synergies, accretion, margins or other financial
items; any statements of operations, including the execution of integration plans; any statements
of expectation or belief; and any statements of assumptions underlying any of the foregoing. Any
statement in this announcement that expresses or implies Telenor or Altimos 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 proposed
transactions; the possibility that expected benefits may not materialize as expected; that, prior
to the completion of the proposed transactions, OJSC VimpelComs business or Kyivstars 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 proposed
transactions; 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. The
forward-looking statements contained in this announcement are made as of the date hereof, and
Telenor and Altimo each 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.
Important Additional Information
This announcement is for informational purposes only and is not an offer to sell or the
solicitation of an offer to purchase or exchange any securities, nor shall there be any sale of
securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. The
publication or distribution of this announcement and any separate documentation regarding the
intended offer, the making of the intended offer or the issuance and offer to purchase OJSC
VimpelCom shares may be subject to specific regulations or restrictions in certain jurisdictions.
As a result, persons in possession of this announcement must seek information as to any applicable
local restrictions and comply therewith. Neither Telenor, Altimo nor any of their respective
affiliates undertake any liability of any kind for any violation of applicable law. The
solicitation and the offer to purchase shares of OJSC VimpelComs common stock or preferred stock
or ADRs representing shares of OJSC VimpelComs common stock will only be made pursuant to an offer
to purchase and related materials that are intended to be filed with the SEC and a voluntary tender
offer statement prepared in compliance with applicable Russian law.
Telenor and Altimo intend for VimpelCom Ltd. to file a registration statement and tender offer
statement, together with other related materials, with the SEC in connection with the proposed
transactions. Information regarding the participants in the proposed offer and a description of
their direct and indirect interests, by security holdings or otherwise, will be contained in the
relevant materials to be filed with the SEC when they become available. TELENOR AND ALTIMO URGE
OJSC VIMPELCOM SHAREHOLDERS TO READ THESE MATERIALS REGARDING THE POTENTIAL OFFER CAREFULLY PRIOR
TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER, IF AND WHEN THESE MATERIALS BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE PROPOSED
OFFER.
OJSC VimpelCom shareholders will be able to obtain a free copy of such materials without charge at
the SECs website (http://www.sec.gov) or from the information agent named in such materials once
they have been filed with the SEC.
For further information, please contact:
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Telenor: Dag Melgaard,
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Altimo: Kirill Babaev, |
Communication Manager,
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Senior Vice President |
(+47) 901 92 000,
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+7 4959814452, |
dag.melgaard@telenor.com
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babaev@altimo.ru |