- Filing of certain prospectuses and communications in connection with business combination transactions (425)
08 12월 2009 - 10:53PM
Edgar (US Regulatory)
FILED BY: OJSC Svyazinvest
PURSUANT TO Rule 135 and Rule 425
under the Securities Act of 1933, as amended
SUBJECT COMPANY: OJSC N. W. Telecom,
OJSC CenterTelecom,
OJSC UTK,
OJSC VolgaTelecom,
OJSC Uralsvyazinform,
OJSC SibirTelecom,
OJSC Far East Telecom,
OJSC Dagsvyazinform
EXCHANGE ACT FILE NUMBER: 001-14748
DATE: December 8, 2009
Important
Information
This communication does
not constitute an offer to purchase, sell, or exchange or the solicitation of
an offer to sell, purchase, or exchange any securities of OJSC Rostelecom,
OJSC N. W. Telecom, OJSC CenterTelecom, OJSC UTK, OJSC VolgaTelecom,
OJSC Uralsvyazinform, OJSC SibirTelecom, OJSC Far East Telecom or OJSC Dagsvyazinform, nor
shall there be any offer, solicitation, purchase, sale or exchange of
securities in any jurisdiction (including the United States and Japan) in which
such offer, solicitation, purchase, sale or exchange would be unlawful prior to
the registration or qualification under the laws of such jurisdiction. The
distribution of this communication may, in some countries, be restricted by law
or regulation. Accordingly, persons who come into possession of this document
should inform themselves of and observe these restrictions. To the fullest
extent permitted by applicable law, OJSC Svyazinvest and all the
abovementioned companies disclaim any responsibility or liability for the
violation of such restrictions by any person.
The securities of OJSC Rostelecom
that may be issued in connection with the proposed business combination to
holders of OJSC N. W. Telecom, OJSC CenterTelecom, OJSC UTK, OJSC VolgaTelecom,
OJSC Uralsvyazinform, OJSC SibirTelecom, OJSC Far East Telecom and OJSC Dagsvyazinform
ordinary and preferred shares (including those shares represented by American
Depositary Shares) may not be offered or sold in the United States except
pursuant to an effective registration statement under the United States
Securities Act of 1933, as amended, or pursuant to a valid exemption from
registration.
In connection with the
proposed transactions, the required information document will be filed with,
and certified by the Russian Federal Service for the Financial Markets
(FSFM) and to the extent that OJSC Rostelecom
is required or otherwise decides to register the issuance of shares by OJSC Rostelecom
in connection with the business combination in the United States, OJSC Rostelecom
may file with the United States Securities and Exchange Commission (SEC) a
registration statement on form F-4, which will include a prospectus.
Investors are strongly advised to read the information
document filed with the
FSFM
, the registration statement and the
prospectus, if and when available, and any other relevant documents filed with
the SEC and/or the FSFM, as well
as any amendments and supplements to those documents, because they will contain
important information.
If and when filed, investors may obtain free
copies of the registration statement, the prospectus as well as other relevant
documents filed with the SEC, at the SECs web site at www.sec.gov and will
receive information at an appropriate time on how to obtain these
transaction-related documents for free from OJSC Rostelecom or its duly
designated agent. Investors and holders of OJSC N. W. Telecom, OJSC CenterTelecom,
OJSC UTK, OJSC VolgaTelecom, OJSC Uralsvyazinform, OJSC SibirTelecom,
OJSC Far East Telecom or OJSC Dagsvyazinform securities may obtain free
copies of documents filed with the FSFM directly from OJSC Rostelecom on its
web site at www.rt.ru/en/index.php.
Disclaimer
Regarding Forward-Looking Statements
This
communication contains forward-looking information and statements about OJSC Svyazinvest,
OJSC Rostelecom, OJSC N. W. Telecom, OJSC CenterTelecom, OJSC UTK, OJSC
VolgaTelecom, OJSC Uralsvyazinform, OJSC SibirTelecom, OJSC Far East
Telecom, OJSC Dagsvyazinform and their combined business after completion of
the proposed transactions. Forward-looking statements are statements that are
not historical facts. These statements include financial projections,
synergies, cost-savings and estimates and their underlying assumptions,
statements regarding plans, objectives, savings, expectations and benefits from
the transaction and expectations with respect to future operations, products
and services, and statements regarding future
performance.
Forward-looking statements are generally identified by the words expect, anticipates,
believes, intends, estimates and similar expressions. Although the
management of OJSC Svyazinvest believes that the expectations reflected in
such forward-looking statements are reasonable, investors and holders of OJSC Rostelecom,
OJSC N. W. Telecom, OJSC CenterTelecom,
OJSC UTK, OJSC VolgaTelecom, OJSC Uralsvyazinform, OJSC SibirTelecom,
OJSC Far East Telecom and OJSC Dagsvyazinform ordinary shares are cautioned
that forward-looking information and statements are not guarantees of future
performances and are subject to various risks and uncertainties, many of which
are difficult to predict and generally beyond the control of OJSC Svyazinvest,
that could cause actual results, developments, synergies, savings and benefits
from the proposed transactions to differ materially from those expressed in, or
implied or projected by, the forward-looking information and statements. These
risks and uncertainties include those discussed or identified, or that will be
discussed or identified, in any public filings with the FSFM made by OJSC Rostelecom,
including those listed under Risk Factors in the most recent Annual
Report on Form 20-F filed by OJSC Rostelecom. Investors and holders of
OJSC Rostelecom, OJSC N. W. Telecom, OJSC CenterTelecom, OJSC UTK, OJSC
VolgaTelecom, OJSC Uralsvyazinform, OJSC SibirTelecom, OJSC Far East
Telecom or OJSC Dagsvyazinform securities should consider that the
occurrence of some or all of these risks may have a material adverse effect on
OJSC Rostelecom, OJSC N. W. Telecom, OJSC CenterTelecom, OJSC UTK, OJSC
VolgaTelecom, OJSC Uralsvyazinform, OJSC SibirTelecom, OJSC Far East
Telecom and OJSC Dagsvyazinform.
December 2,
2009
Interfax
Global
telecom operator: the concept adopted
The process of creating a
state owned telecom company from Svyazinvest assets on the basis of Rostelecom
has reached its final stage. Looking from the concept perspective all the
decisions have been made. The government officials believe that the market
capitalization of the united company will be 1.7 times higher than the total
value of Rostelecom and the Interregional telecommunications Companies
members of Svyazinvest holding.
Moscow. December 2.
IFX.RU The government has apparently made a definitive decision about
consolidation of its positions in one of the most promising markets the
telecommunications service market: a single united company will be created on
the basis of Rostelecom with other Svyazinvest telecom assets to be merged into
Rostelecom as the core company for the merger. The government has already
identified the expected synergy effect from the merger: the market
capitalization of the state telecom to be created will be 1.7 times higher than
the total current value.
The state-wise approach
Reorganization of
Svyazinvest holding by merging the Interregional telecommunications Companies
(IRCs) into Rostelecom will enable the growth of the market capitalization of
the united company from 240 billion rubles up to 410 billion rubles,- stated
Russian Vice Prime Minister Sergey Ivanov at the meeting of the Governmental
Transport and Communications Commission earlier on Wednesday. At the meeting a
staged restructuring plan of Svyazinvest developed by MinComSvyaz jointly with
the state-owned holding was reviewed. Mr. S. Ivanov stressed that conceptually
all the decisions regarding the reorganization had been made.
The company needs
structural changes to be made in order to improve competitive power in the
Russian telecommunications marketplace, and in future to win strong positions
globally, - added Mr. S. Ivanov.
Consultancies hired by
the holding (Morgan Stanley, Renaissance Capital and VTB Capital) pointed out
that the market capitalization growth should be achieved both through improved
liquidity of the united companys shares and through listing of the shares on
Russian and international exchanges, the document says, with additional growth
of the united companys value to be achieved through operating synergy and
optimization of management functions.
Its worth reminding that
the Governmental Commission for Transport and Communications on May 29
approved the draft concept of Svyazinvest reorganization. On October 20
the holdings Board of Directors adopted the reorganization blueprint
envisaging a merger of the IRCs into Rostelecom. The legal steps to implement
the group reorganization are expected to be completed in May 2011. Share
valuation, securing corporate approvals, debt obligations restructuring and
other procedures within the framework of the IRCs merger into Rostelecom are
planned to implement in 2010.
General meetings of
shareholders of the companies to be reorganized at which the decisions on the
merger should be passed will presumably take place in summer 2010.
Initially the
Governmental Commission was expected to approve the plan on October 30;
however, the review of this issue was postponed.
In early November it
was revealed that investment bank KIT Finance had proposed an alternative
option of Svyazinvest reorganization contemplating initially a merger of the
parent company with Rostelecom at the first stage, and only a year and a half
after the IRCs consolidation was planned to happen. The proposed scenario was
aimed at ensuring growth of Rostelecom market capitalization before a merger
into it of other Svyazinvest companies. The point is that Vnesheconombank and
Deposit Insurance Agency (DIA) earlier in summer purchased Rostelecom shares
from KIT Finance at 230 rubles per share, while currently the share price
dropped to 187 rubles per share.
The suggested reform
scenario was however ruled out; Prime Minister Vladimir Putin supported the
initial basic variant of Svyazinvest reorganization. The Head of the Russian
Government agreed with Mr. S. Ivanovs proposal of Svyazinvest
reorganization by merging IRCs into Rostelecom.
As the Minister of
Telecommunications and Mass Communications of Russia Igor Shchegolev remarked
earlier, in future the government may in 2012 start to consider privatization
of the company created by merging Svyazinvests assets on the basis of
Rostelecom including listing its shares on Russian and international exchanges.
Nevertheless the time for making a decision about IPO may be affected by a number
of factors, including the company financing needs and interests of the state
budget,- the Minister stressed. The stake in the company to be offered for IPO
by the government will depend on how the holdings reorganization will proceed
and performance of the market share price of the united company.
Mobile aspirations
As was pointed out by Mr. Igor
Shchegolev, creation of a nationwide cellular operator on the basis of
Svyazinvest is one of the key features of the holdings development concept.
The concept contemplated two principle scenarios for consolidation of
Svyazinvest positions on the cellular market: forging an alliance with one of
the Big Three mobile operators, or building a fourth federal mobile operator by
obtaining missing licenses, acquisitions of regional players and entering the
market in Moscow as a Mobile Virtual Network Operator (MVNO). But the Minister
also remarked that shareholders of the Big Three mobile operators MTS,
Vympelcom and Megafon so far are not willing to sell stakes that may be of
interest for Svyazinvest.
One cant rule out
that the state telecom to be created through government efforts will develop
its cellular business on the basis of SkyLink - a company which Svyazinvest is
to acquire under the asset swap deal with JSFC Sistema.
Last week JSFC Sistema
and its grand-daughter company OJSC Comstar-United TeleSystems officially
announced signing of a tripartite memorandum of understanding (MoU) with
Svyazinvest and launch of negotiations on asset restructuring.
The negotiations may
result among other things in Sistemas ceasing to be a SkyLink shareholder and
transfer of SkyLink ownership to Svyazinvest. As a source familiar with details
of the MoU told Interfax the document envisages a possible completion of the
deal before February 15, 2010.
Currently Svyazinvest
comprises 13 regional mobile operators, though at the moment they are unable to
offer any significant competition to the Big Three mobile operators whose total
cellular market share in Russia (in terms of the number of subscribers) is over
80%.
The territory covered by
licenses issued to mobile operators of Svyazinvest (exclusive of SkyLink)
totals only 35% of the whole of Russia, with the total share of their mobile
subscribers being around 9%. SkyLink and its affiliates are operating in 32
Russian regions offering mobile services using CDMA standard (the Big Three
all use GSM). The company serves some 1 million subscribers, with Moscow and
St. Petersburg accounting for the bulk of its customers.
Currently Svyazinvest
owns controlling interest in Rostelecom and 7 Interregional telecommunications
Companies (IRCs): OJSC CenterTelecom, OJSC North-West Telecom, OJSC
VolgaTelecom, OJSC UTC, OJSC Uralsvyazinform, OJSC SibirTelecom, and OJSC
Dalsvyaz, as well as in Central Telegraph, OJSC Giprosvyaz, OJSC Dagsvyazinform
and Financial Company Svyaz.
Beside the government,
Comstar-UTS is another Svyazinvest shareholder with 25% plus share 1 of the
state-owned holding. Soon Comstar is bound to cease to be Svyazinvest
shareholder as the government approved an asset exchange deal between JSFC
Sistema (controls Comstar-UTS through MTS) and the government. Pursuant to the
deal Comstar-UTS will transfer 25% plus 1 share of Svyazinvest to
Vnesheconombank.
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