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Conyers advises on telecommunications deal to create the world’s largest emerging markets mobile operator – October 2009

October 2009

Conyers Dill & Pearman is representing the Russian consortium, Alfa Group, in an unprecedented US$26 billion transaction with Norwegian telecoms operator Telenor to combine their holdings in OJSC VimpelCom and Kyivstar under a new jointly owned mobile telecoms operator VimpelCom Ltd. VimpelCom Ltd. will be incorporated in Bermuda, headquartered in the Netherlands and listed on the New York Stock Exchange.

OJSC VimpelCom is a leading mobile operator in Russia and the first Russian company listed on the New York Stock Exchange. Kyivstar is the leading mobile operator in Ukraine. The combined group will provide mobile telecommunications services in Russia, Ukraine, Kazakhstan, Uzbekistan, Tajikstan, Georgia, Armenia, Vietnam, Cambodia and Laos, and will create the world’s largest emerging markets mobile operator.

Once necessary approvals have been obtained, the new Bermuda company will launch a registered exchange offer in the US and a voluntary tender offer in Russia to acquire the shares in OJSC VimpelCom. Following what will be the first ever combined US-Russian exchange offer, Alfa and Telenor will transfer their interests in Kyivstar to the new company in exchange for its shares. Completion is expected in mid-2010.

The deal signals an end to ongoing legal proceedings between Alfa and Telenor and the governance structure agreed for VimpelCom Ltd. is designed to significantly reduce the potential for new disputes between the shareholders.

Anthony Smith, capital markets associate in Conyers’ London office, advised Alfa Group and its communications investment company, Altimo, on Bermuda law aspects of the transaction documents and corporate governance issues.

Anthony commented: “This transaction involved dealing with diverse jurisdictions and business cultures, and saw legal teams from Russia, US, Netherlands and Bermuda create a successful solution.”



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