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Materials for MTS OJSC Extraordinary general meeting of shareholders December 23, 2010

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Materials for MTS OJSC Extraordinary general meeting of shareholders December 23, 2010

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  1. Rationale behind the terms and conditions and procedures for merging Open Joint Stock Company "COMSTAR United TeleSystems", Closed Joint Stock Company "United TeleSystems", Closed Joint Stock Company "Capital", Closed Joint Stock Company "Operator Svyazi", Closed Joint Stock Company "Mobile TeleSystems", Closed Joint Stock Company "COMSTAR Direct" and also Closed Joint Stock Company "Dagtelecom" and Open Joint Stock Company "Eurotel" into OJSC "MTS" (including the report of Board of Directors, containing the evaluation of necessity of reorganization and measures on protection of rights and interests if the shareholders in the course of reorganization) Materials for MTS OJSC Extraordinary general meeting of shareholders December 23, 2010

  2. Disclaimer Some of the information in this presentation may contain projections or other forward-looking statements regarding future events or the future financial performance of MTS and/or Comstar. You can identify forward looking statements by terms such as “expect,” “believe,” “anticipate,” “estimate,” “intend”, “will”, “could,” “may” or “might,” and the negative of such terms or other similar expressions. In addition, statements regarding expected operational and cost synergies in respect of the merger of MTS and Comstar are forward-looking statements. MTS  wishes to caution you that these statements are only predictions and that actual events or results may differ materially. MTS does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. MTS  refers you to the documents MTS files from time to time with the U.S. Securities and Exchange Commission, specifically the MTS’ most recent Form 20-F. These documents contain and identify important factors, including those contained in the section captioned “Risk Factors” that could cause the actual results to differ materially from those contained in MTS’ projections or forward-looking statements, including, among others, potential fluctuations in quarterly results, MTS’ competitive environment, dependence on new service development and tariff structures, rapid technological and market change, acquisition strategy, risks associated with telecommunications infrastructure, risks associated with operating in Russia and the CIS, volatility of stock price, financial risk management and future growth subject to risks. 2 2 2

  3. Proposed Reorganization of MTS Group of Companies • The list of companies subject to reorganization / merger: • Mobile TeleSystems OJSC (“MTS” or “MTS OJSC”) • Comstar – United TeleSystems OJSC (“Comstar” or “Comstar OJSC”) • Comstar-Direct CJSC, 100% subsidiary of Comstar OJSC • Capital Ltd, 100% subsidiary of MTS OJSC • MTS Ltd, 100% subsidiary of MTS OJSC • Operator Svyazi Ltd, 100%1 subsidiary of MTS OJSC • UTS CJSC, 100% subsidiary of Operator Svyazi Ltd • Eurotel OJSC, 100% subsidiary of MTS OJSC • Dagtelecom CJSC, 100% subsidiary of MTS OJSC • Boards of Directors of MTS and Comstar have recommended the merger of MTS and Comstar to create largest integrated telecommunications provider in Russia and the CIS • Merger exchange ratio: 0.825 MTS ordinary shares for one Comstar ordinary share, representing a [7.7]% premium to the three month2 volume weighted average exchange ratio between MTS’ ordinary shares and Comstar’s Global Depositary Receipts (GDR) • MTS and Comstar Extraordinary General Meetings expected to be convened on December 23, 2010 for shareholders to vote on the proposed merger • Comstar Board approval and recommendation of the transaction is based on the recommendation of Comstar’s Special Committee of Independent Board Directors • The merger is conditional on the approval of 75% of the shareholders present at each company’s EGMs, the receipt of regulatory clearance, and other closing conditions • The companies expect to complete the merger transaction in the second quarter of 2011 • The Boards of MTS and Comstar also approved the plans to merge other wholly-owned MTS and Comstar subsidiaries listed above into the combined entity as part of the MTS/Comstar merger process • Through 99% direct ownership and 1% indirect ownership through MTS Ltd. • Up to June 22, 2010. 3

  4. Consolidation Rationale • Full consolidation of Comstar into MTS is strategically important for both companies • Significant incremental benefit for MTS to address shareholding and legal structure issues in a coordinated manner at MTS and Comstar levels in order to achieve full consolidation Current Structure¹ Simplified Ideal Structure 100% Sistema EurotelOJSC 52.7% MTS DagtelecomCJSC Sistema 100% 100% 100% 99% >50.1% MTS Ltd Capital Ltd Operator Svyazi Ltd 37.16% MTS / Comstar 11.06% 100% Merged Entity Comstar UTS CJSC 13.75% 2.75% 100% 100% 69.93% MGTS MGTS Comstar- Direct 6.74% Minorities ¹ As of 31-Mar-2010 4 4

  5. Transaction Rationale The merger is expected to create additional synergies and cost savings across the combined entity and strengthen MTS’ competitive position Current Situation • MTS/Comstar synergies are not fully realised; inability to share customer lists within the group • Inefficient corporate governance / need for separate Boards and related-party approvals • Inability to implement integrated play strategy due to operational and legal constraints • Lack of operational integration may result in a loss of leadership position to an integrated competitor Rationale for the Merger • Accelerate the delivery of MTS “3i” strategic goal of realizing growth through increasing customer value by providing its customers with an integrated offering of mobile and fixed telephony • Optimize corporate and legal structure of MTS group • Enable the full integration of the MTS and Comstar customer bases • Streamline common business processes and further optimize operating and capital expenditures • Maximize synergy potential between various entities within the group 5

  6. Transaction Structure Structure Rationale and Merger Procedure • MTS proposes to acquire the equity interest in Comstar that it does not already own by way of a merger transaction and a parallel voluntary tender offer for up to 9% of Comstar ordinary shares that MTS and its affiliates currently do not own • The combined merger and voluntary tender offer structure is intended to facilitate a cash and stock transaction, whereby the companies can be combined after completion of the merger • The structure provides a mix of stock and cash alternatives for Comstar minority shareholders, and also enables MTS to retain the financial resources and flexibility to invest in the combined Group • Common registered shares of wholly-owned subsidiaries of MTS OJSC and Comstar OJSC will not be subject to conversion, whereas Comstar OJSC shares will be converted into ordinary shares of MTS OJSC at the agreed exchange ratio. All of the merged companies will be dissolved at the end of reorganization with MTS OJSC remaining as the sole surviving legal entity July / mid-October December-2010 – March-2011 May / June End of April 2010 End of June Beginning of November End of March 2011 4 1 2 3 Tender Offer Period Merger closing MTS initiates merger process with Comstar VTO is filed with FSFM after Merger terms are agreed by MTS and Comstar BoDs Expiry of the VTO period MTS and Comstar EGMs / Merger vote 6

  7. Independent Appraiser Valuation As required by Russian Joint Stock Companies Law, MTS and Comstar shareholders who vote against or do not vote on the merger will have the right to sell their shares back to MTS and Comstar, respectively, for cash at a price set by the respective companies’ Boards of Directors, subject to the statutory limit of 10% of each company’s Net Asset Value under Russian Accounting Standards MTS’ independent appraiser, Ernst & Young, has performed the valuation analysis for determination of market value of one ordinary registered share of OJSC MTS within a minority interest The valuation analysis was performed as of 31 March 2010 (the “Valuation Date”) In the course of its valuation work, Ernst & Young applied the following valuation approaches in compliance with applicable Russian law: Discounted Cash Flow Method under the Income Approach, and Guideline Company Method and Market Quotes under the Market Approach Based on the valuation analysis performed by Ernst & Young, the Board of Directors of MTS has set the repurchase price at RUR 245.19 per MTS ordinary share MTSand Comstar shareholders wishing to sell their shares back to the respective companies will receive a pro rata allocation in the event of over-subscription 7

  8. Consolidation of MTS and Comstar Subsidiaries in Proposed Merger • As part of the merger process, MTS also plans to merge other wholly-owned MTS subsidiaries and wholly-owned Comstar subsidiaries into the combined entity DagtelecomCJSC Capital Ltd 100% 11.06% 100% MTS Ltd 100% 1% MTS MTS OJSC Operator SvyaziLtd Comstar OJSC Comstar-DirectCJSC 99% 100% 37.16% 100% 100% Eurotel OJSC UTS CJSC 100% 13.75% Pre-merger ownership Merger Note: Prior to merger taking place, MTS Ltd., Capital Ltd. and Operator Svyazi Ltd. shall be converted into Joint Stock Companies (“JSC”). 8 8 8

  9. Rationale for Reorganization of Eurotel OJSC and Dagtelecom CJSC • MTS OJSC holds 100% of the placed shares of Eurotel OJSC and Dagtelecom CJSC, which allows MTS OJSC full control over the activities of these subsidiaries Eurotel Merger Rationale Dagtelecom Merger Rationale • To reduce management expenses • To reduce expenses on the organization and conduct of corporate activities of the subsidiary (shareholder decisions, interaction with the Federal Antimonopoly Service of Russia and Federal Service for Financial Markets of Russia) • To simplify the management structure and optimize decision making procedures • To integrate Eurotel OJSC into MTS through establishing a special Business Unit within the newly established organizational structure of MTS OJSC • To address potential risks (e.g., share buyback risk, risk of early repayment of liabilities) associated with reorganization of MTS Group of companies in coordinated manner, all at once within the overall MTS and Comstar merger process • To reduce management expenses • To reduce business organization and operation costs (lack of necessity to sign contracts between MTS OJSC and Dagtelecom CJSC: on equipment supplies, general contracts, use of trade marks, commercial representation and other business contracts) • To reduce business organization and operation costs of Dagtelecom CJSC (shareholder decisions, interaction with the Federal Antimonopoly Service of Russia and Federal Service for Financial Markets of Russia) • To simplify the scheme for the services provision by MTS OJSC’s branches that were established in the regions of Dagtelecom CJSC’s presence (no signing of the commercial representation agreements) • To simplify management structure and optimize decision making procedures • To consolidate Dagtelecom CJSC financial indicators into MTS OJSC’s RAS accounting • To integrate Dagtelecom CJSC into the newly established organizational management structure of MTS OJSC 9

  10. Rationale for Reorganization of MTS and Comstar Other Subsidiaries MTS OJSC holds 100% of the placed shares of Capital Ltd, MTS Ltd, Operator Svyazi Ltd1 and UTS CJSC2, which allows MTS OJSC full control over the activities of these subsidiaries Comstar OJSC holds 100% of the placed shares of Comstar-Direct CJSC, which allows Comstar OJSC full control over the activities of Comstar-Direct The merger of aforementioned MTS and Comstar subsidiaries with MTS OJSC is expected to make it possible to achieve the following results: to reduce management expenses; to reduce expenses on the organization and conduct of business operations (it is not required to conclude agreements between MTS OJSC and its subsidiary on delivery of equipment, general sub-contraction, use of the trademark, commercial representation and other economic agreements); to reduce expenses on the organization and conduct of corporate activities of the subsidiary (shareholder decisions, interaction with the Federal Antimonopoly Service of Russia and Federal Service for Financial Markets of Russia); to simplify the management structure and to speed up decision-making procedures; to consolidate subsidiaries’ performance indicators in the MTS OJSC Russian accounting system; to integrate subsidiaries in the new MTS OJSC management organization structure to address potential risks (e.g., share buyback risk, risk of early repayment of liabilities) associated with reorganization of MTS Group of companies in coordinated manner, all at once within the overall MTS and Comstar merger process • Through 99% direct ownership and 1% indirect ownership through MTS Ltd. • Through 100% direct ownership of Operator Svyazi Ltd. 10

  11. Measures to Protect Rights and Interests of MTS Shareholders The Board of Directors of MTS has analyzed each of the following transactions with respect to the reorganization of MTS Group of companies: Merger of Comstar OJSC into MTS OJSC and consolidation of other wholly-owned MTS subsidiaries (Capital Ltd, MTS Ltd, Operator Svyazi Ltd, UTS CJSC) and wholly-owned Comstar subsidiaries (Comstar-Direct CJSC) into the combined entity as part of the same merger process Merger of OJSC Eurotel into MTS OJSC Merger of CJSC Dagtelecom into MTS OJSC For the reasons outlined in this presentation, the Board of Directors of MTS has unanimously approved and recommended each of the aforementioned transactions on the basis that: the terms of the transactions are fair and reasonable insofar as MTS shareholders are concerned; the transactions will benefit all MTS shareholders equally Each of the recommended transactions is conditional on the approval of 75% of the shareholders present at the Extraordinary General Meeting (“EGM”) of MTS MTS shareholders as of the record date shall be entitled to participate in the EGM and vote on each of the aforementioned mergers As required by Russian Joint Stock Companies Law, MTS shareholders who vote against or do not vote on the merger will have the right to sell their shares back to MTS for cash at a price set by the Boards of Directors of MTS of RUR 245,19 per MTS ordinary share, subject to the statutory limit of 10% of MTS’ Net Asset Value under Russian Accounting Standards1 • Ernst & Young provided the independent statutory appraisal to MTS Board of Directors for the purposes of its assessment of price in relation to the statutory put 11

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