The boards of directors of joint stock company “MTS”, the leading telecommunication operator in Russia and countries of the CIS, and joint stock company “Comstar- Oates”, the largest operator of the integrated telecommunication services in Russia and countries of the CIS, reported the fact that they approved and is recommended the connection joint stock company “Comstar- Oates” to joint stock company “of MTS”. At the present moment joint stock company “of MTS” he is majority shareholder joint stock company “Comstar- Oates” with 61,97% of actions (64,03% with exception of treasurer actions) and includes the financial results of joint stock company “Comstar- Oates” in its consolidated account. As a result connections, achieved in accordance with the Russian legislation, joint stock company “Comstar- Oates” will enter in joint stock company “of MTS” and will end existence as individual legal person.
The boards of directors of companies consider that the complete connection joint stock company “Comstar- Oates” to joint stock company “of MTS” is strategically important for both companies. The connection, achieved in accordance with the Russian legislation, must contribute to complete integration of the user base joint stock company “of MTS” and to joint stock company “Comstar- Oates” and contribute to cross sales and assignment of the packet of television services and services of wide-band access to the clients of joint stock company “of MTS”. It is expected that as a result connection the united company will obtain new possibilities for the synergy, will lower expenditures, and it will also increase its competitive ability. She stated on the moment of the acquisition of controlling interest joint stock company “Comstar- Oates” in October 2009 joint stock company “of MTS” that the synergies from the connection will be $200 million, and it is planned at the given moment, that this sum will be exceeded.
, It is assumed in accordance with connection conditions, matched by boards of directors of joint stock company “MTS” and by joint stock company “Comstar- Oates” that the shareholders of joint stock company “Comstar- Oates”, that have right to the participation in the connection, will obtain 0,825 usual actions joint stock company “of MTS” for each belonging to them usual action joint stock company “Comstar- Oates” (one global depository receipt joint stock company “Comstar- Oates” it presents one usual action). Conversion factor composes 7,7% reward to the conversion factor of the usual actions of joint stock company “of MTS weighted mean by the volume of tradings” to the global depository receipts joint stock company “Comstar- Oates” in the recent three months. Connection conditions are the approval of the transaction 75% shareholders, who are present at the extraordinary meetings of the shareholders of each of the companies, and also obtaining the agreement of the authorized public organs and other conditions of closing the transaction. It is expected that extraordinary meetings of the shareholders of joint stock company “of MTS” and joint stock company “Comstar- Oates”, on which the holders of the actions of each of the companies will participate in the voting regarding the connection, will be carried out on December 23, 2010.
In accordance with federal law “about the public companies” the shareholders of joint stock company “of MTS” and joint stock company “Comstar- Oates”, which vote “against” or do not vote regarding the connection, have right to sale of the actions of joint stock company “of MTS belonging to them” or joint stock company “Comstar- Oates” respectively, on the price, established by the appropriate board of directors, when the sum total of the means, directed toward the ransom of actions, will not exceed 10% of the cost of the clean active memberships of each of the companies for the Russian standards of bookkeeping calculation to the last current date, which precedes conducting the general meeting of shareholders. The board of directors of joint stock company “MTS” established the price of ransom in the size of 245,19 rubles for the usual action joint stock company “of MTS”, while the board of directors of joint stock company “Comstar- Oates” it established the price of ransom in the size of 212,85 rubles for the usual action joint stock company “Comstar- Oates”, on the basis the conclusions of the independent estimator, given by company Ernst & Of young of each of the companies individually. The if total number of actions, with respect to which will be declared the requirement about the ransom, will exceed the permissible limit, actions will be acquired in shareholders of joint stock company “of MTS” and joint stock company “Comstar- Oates” proportional to the obtained claims. Companies plan to complete transaction in the second quarter of 2011.
Simultaneously joint stock company “of MTS” will make a voluntary proposal about the acquisition to 37.614.678 actions of joint stock company “Comstar- Oates”, which composes 9,0% of regulation capital joint stock company “Comstar- Oates”, on the price of 220,0 rubles for one usual action. The implied price for one global depository receipt at the voluntary proposal is equal to $7,16 and are 13,1% reward to the price of global depository receipt joint stock company “Comstar- Oates weighted mean by the volume of tradings” on the Stock Exchange in three months. The packet of documents at the voluntary proposal about the acquisition of actions was directed in [FSFR], and after examination [FSFR] voluntary proposal will be given to the board of directors of joint stock company “Comstar- Oates”. The board of directors of joint stock company “Comstar- Oates” will subsequently direct voluntary proposal to the shareholders of joint stock company “Comstar- Oates”, and to the holders of global depository receipts - by means of the depositor, the company Of deutsche Of bank. In the case of exceeding quantities of claim fors the acquisition of the actions, obtained from the shareholders of joint stock company “Comstar- Oates”, the action will be acquired in the quantity, proportional to the obtained claims.
In the case of adoption by all shareholders of the solution about the use of a money component both in the course of voluntary proposal and via sale of the actions of joint stock company “Comstar- Oates”, the assumed sum of transaction will compose $1,03 billion.
The boards of directors of companies consider that the complete connection joint stock company “Comstar- Oates” to joint stock company “of MTS” is strategically important for both companies. The connection, achieved in accordance with the Russian legislation, must contribute to complete integration of the user base joint stock company “of MTS” and to joint stock company “Comstar- Oates” and contribute to cross sales and assignment of the packet of television services and services of wide-band access to the clients of joint stock company “of MTS”. It is expected that as a result connection the united company will obtain new possibilities for the synergy, will lower expenditures, and it will also increase its competitive ability. She stated on the moment of the acquisition of controlling interest joint stock company “Comstar- Oates” in October 2009 joint stock company “of MTS” that the synergies from the connection will be $200 million, and it is planned at the given moment, that this sum will be exceeded.
, It is assumed in accordance with connection conditions, matched by boards of directors of joint stock company “MTS” and by joint stock company “Comstar- Oates” that the shareholders of joint stock company “Comstar- Oates”, that have right to the participation in the connection, will obtain 0,825 usual actions joint stock company “of MTS” for each belonging to them usual action joint stock company “Comstar- Oates” (one global depository receipt joint stock company “Comstar- Oates” it presents one usual action). Conversion factor composes 7,7% reward to the conversion factor of the usual actions of joint stock company “of MTS weighted mean by the volume of tradings” to the global depository receipts joint stock company “Comstar- Oates” in the recent three months. Connection conditions are the approval of the transaction 75% shareholders, who are present at the extraordinary meetings of the shareholders of each of the companies, and also obtaining the agreement of the authorized public organs and other conditions of closing the transaction. It is expected that extraordinary meetings of the shareholders of joint stock company “of MTS” and joint stock company “Comstar- Oates”, on which the holders of the actions of each of the companies will participate in the voting regarding the connection, will be carried out on December 23, 2010.
In accordance with federal law “about the public companies” the shareholders of joint stock company “of MTS” and joint stock company “Comstar- Oates”, which vote “against” or do not vote regarding the connection, have right to sale of the actions of joint stock company “of MTS belonging to them” or joint stock company “Comstar- Oates” respectively, on the price, established by the appropriate board of directors, when the sum total of the means, directed toward the ransom of actions, will not exceed 10% of the cost of the clean active memberships of each of the companies for the Russian standards of bookkeeping calculation to the last current date, which precedes conducting the general meeting of shareholders. The board of directors of joint stock company “MTS” established the price of ransom in the size of 245,19 rubles for the usual action joint stock company “of MTS”, while the board of directors of joint stock company “Comstar- Oates” it established the price of ransom in the size of 212,85 rubles for the usual action joint stock company “Comstar- Oates”, on the basis the conclusions of the independent estimator, given by company Ernst & Of young of each of the companies individually. The if total number of actions, with respect to which will be declared the requirement about the ransom, will exceed the permissible limit, actions will be acquired in shareholders of joint stock company “of MTS” and joint stock company “Comstar- Oates” proportional to the obtained claims. Companies plan to complete transaction in the second quarter of 2011.
Simultaneously joint stock company “of MTS” will make a voluntary proposal about the acquisition to 37.614.678 actions of joint stock company “Comstar- Oates”, which composes 9,0% of regulation capital joint stock company “Comstar- Oates”, on the price of 220,0 rubles for one usual action. The implied price for one global depository receipt at the voluntary proposal is equal to $7,16 and are 13,1% reward to the price of global depository receipt joint stock company “Comstar- Oates weighted mean by the volume of tradings” on the Stock Exchange in three months. The packet of documents at the voluntary proposal about the acquisition of actions was directed in [FSFR], and after examination [FSFR] voluntary proposal will be given to the board of directors of joint stock company “Comstar- Oates”. The board of directors of joint stock company “Comstar- Oates” will subsequently direct voluntary proposal to the shareholders of joint stock company “Comstar- Oates”, and to the holders of global depository receipts - by means of the depositor, the company Of deutsche Of bank. In the case of exceeding quantities of claim fors the acquisition of the actions, obtained from the shareholders of joint stock company “Comstar- Oates”, the action will be acquired in the quantity, proportional to the obtained claims.
In the case of adoption by all shareholders of the solution about the use of a money component both in the course of voluntary proposal and via sale of the actions of joint stock company “Comstar- Oates”, the assumed sum of transaction will compose $1,03 billion.
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