Telenor, Alfa Group appear set to settle long-running battle

2009/10/5 14:38:49
KYIV, Oct. 5, 2009 (UBO) Telenor, the Norway-based telecommunications giant and Russia’s Alfa Group, best known for engaging in one of the bitterest corporate feuds ever in the former Soviet Union, ap
ear to be on the verge of a merger of the economic interests of the two companies. The plan would merge the two operating companies, Vimpelcom and Kyivstar, currently owned in varying degrees by each of the competitors, into one holding. The tentative agreement has, at least on the surface, some elements that would appear quite peculiar to most observers. If the agreement comes to fruition, it would result in a corporate structure that would have Telenor with a slightly higher economic interest in the resulting corporate entity [Telenor: 38.84 percent to Altimo (Alpha’s operating group for telecommunications) 38.46 percent.] However, as far as voting ownership, Altimo would have a substantial advantage [43.89 percent] over Telenor [35.42 percent]. For analysts who have followed this situation for years, Telenor’s agreement to take minority voting rights in a merged corporation might appear almost as a death wish, given Alfa’s frequent use of Russia’s quite arcane judicial system. However, a part of the proposed agreement, at least as explained by Telenor, would seem to make the new agreement more understandable. According to published materials, the new agreement would have the new corporation headquartered and resident for tax purposes in the Netherlands, incorporated in Bermuda, governed by a shareholders agreement governed by the law of the U.S. state of New York, and with “any further shareholder disputes to be resolved by arbitration proceedings in London.” As with any negotiated agreement, each side seems to be able to claim victory. Alpha would finally gain what it has always sought, i.e. majority voting rights in both the Russia-based and Ukraine-based operating entities. Telenor would seem to have internationalized the successor entity to the point that Alfa would no longer have the home-turf advantage of Russian courts and law. For a more detailed explanation of the agreement, go to the link below: ... ons/presentation-20091005
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