Russian businessman Mikhail Fridman’s Altimo claims the two other major shareholders in VimpelCom – Telenor and Weather II – violated company bylaws when the former acquired shares from the latter in a US$374.4m deal in mid-February….
Russian businessman Mikhail Fridman’s Altimo claims the two other major shareholders in VimpelCom – Telenor and Weather II – violated company bylaws when the former acquired shares from the latter in a US$374.4m deal in mid-February.
VimpelCom issued a statement saying Altimo, the telecoms investment arm of Moscow-based Alfa Group, sent it a letter saying Telenor and Weather should have launched a mandatory tender offer for the company when they agreed to the deal.
The transaction saw Norway’s Telenor acquire 234 million preferred shares from Weather, the investment vehicle of Egyptian businessman Naguib Sawiris, boosting its voting share in VimpelCom from 25% to 36.36%. In a second transaction in mid April, Telenor further increased its voting share to 39.51%.
Altimo, which reduced its stake in the company to less than 25% in June last year, contends Telenor and Weather formed “a group” with a voting interest of more than 50% and that Weather cannot be considered a “nominating shareholder” under company’s bylaws.
Altimo has asked VimpelCom to “take immediate steps” to investigate the matter and consider all options for resolving the alleged breaches of company bylaws, VimpelCom said. Until such a solution is found, Altimo has asked the company to “preserve the status quo” at supervisory board level.
VimpelCom said Altimo’s allegations will be presented to its Nominating and Corporate Governance Committee, made up of three directors unaffiliated with the three major shareholders. The committee will then advise the supervisory board on the action to be taken, if any.
Russia’s antitrust authority, the FAS, has also objected to the deal, filing a claim with the Moscow arbitration court alleging it violates strategic investment laws. The court has imposed extensive restrictions upon Telenor and Weather regarding their voting interests in Vimpelcom and issued an injunction prohibiting VimpelCom and its subsidiaries from giving effect to resolutions passed at its recent AGM. A hearing is scheduled for 17 October.
The Russian government commission on foreign investment has expressed its support for the FAS’ position.
VimpelCom’s major shareholders have disputed the company’s ownership and governance for several years.
