Vimpelcom board backs revised Egypt telecoms deal
The Norwegian-Russian joint venture's supervisory board approved the deal despite continued resistance from Telenor, the Norwegian firm which argues that the acquisition does not make strategic or financial sense.
In a six to three vote, the board gave its final approval to a deal that would see Vimpelcom acquire 51.7 percent of Egypt's Orascom Telecom and 100 percent of Italy's Wind.
The deal envisions Vimpelcom issuing 325.6 million new common shares and 305.0 million convertible shares, and also paying Sawiris $1.495 billion (1.125 billion euros) in cash.
The deal must also be approved by the company's shareholders, whose general meeting has been scheduled for March 17, the company said in a statement.
Telenor has argued against the share issue, which will dilute the stake held by minority shareholders in the predominantly-Russian owned firm.
Vimpelcom conceded that the deal had been approved over Telenor's resistance.
"Vimpelcom?s supervisory board is pleased to approve this transaction. This combination will create a top-tier global telecoms company and should drive significant value for all our shareholders," supervisory board chairman Jo Lunder said in the statement.
"While we acknowledge Telenor?s divergent view, we believe that the majority of our shareholders recognise the strategic and financial merits of this transaction.
"In the end, as it should be with a public company, it will be the special general meeting of shareholders that will make the final determination," said Lunder.
Monday's announcement revises the terms of a deal initially approved by the board on December 20, which was also opposed by Telenor.
Vimpelcom said that it plans to draw down on $5.0 billion of the $6.5 billion in loan commitments it had obtained from Russian and foreign banks to finance the cash portion of the acquisition and to re-finance the Egyptian firm's debts.
But Telenor said Monday that the new terms did not improve the position of minority shareholders and the company would vote against the deal in March.
"Existing Vimpelcom shareholders face considerable additional dilution if this acquisition is completed on the terms approved by the board," Telenor spokesman Dag Melgaard said in a statement.
"As a result of this transaction, Vimpelcom's minority shareholders' existing 18.6 percent will be diluted to 12.9 percent," said Melgaard.
The Norwegian firm's spokesman said the "disconnect" negatively impacted Vimpelcom's potential attractiveness to investors.
Telenor holds 36 percent of the voting and 39.6 percent of the economic interest in Vimpelcom, the company said.