Russian mobile operator MTS has submitted documentation to Comstar UTS on the voluntary tender offer (VTO) to acquire 9% of Comstar.
MTS seeks to acquire up to 37,614,678 Comstar ordinary shares for E220 per Comstar share. The price of US$7.16 per…
Russian mobile operator MTS has submitted documentation to Comstar UTS on the voluntary tender offer (VTO) to acquire 9% of Comstar.
MTS seeks to acquire up to 37,614,678 Comstar ordinary shares for E220 per Comstar share. The price of US$7.16 per Comstar GDR represents a 13.1% premium to the three month volume-weighted average trading price of the Comstar GDR on the London Stock Exchange up to the close of trading on June 22.
The VTO is part of the merger proposal of MTS and Comstar which was announced on June 25 by the board of directors of both companies.
On reviewing the VTO documentation, Comstar’s board of directors will decide on its recommendation to Comstar shareholders regarding the VTO, which is open until September 21.
Under the merger, MTS is offering 0.825 MTS ordinary shares for each Comstar ordinary share, representing a 7.7% premium to the three-month volume weighted average exchange ratio between MTS’ ordinary shares and Comstar’s GDR.
Goldman Sachs International and Latham & Watkins LLP are advising MTS. JP Morgan provided a fairness opinion to the Comstar Special Committee of Independent Board Directors, while Linklaters CIS is acting as legal adviser to Comstar.
Ernst & Young provided independent statutory appraisals to MTS and the Comstar Special Committee of Independent Board Directors for the purposes of each company’s assessment of the prices to be paid to shareholders who will sell back their shares.
MTS currently owns 61.97% of Comstar or 64.03% when excluding treasury shares.
