Proposed Merger of MTS and Comstar Voluntary Tender Offer by MTS for up to 9% of Comstar shares
- The Boards of MTS and Comstar have recommended a merger to create the 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 month volume weighted average exchange ratio between MTS’s ordinary shares and Comstar’s Global Depositary Receipts (GDR)
- MTS and Comstar Extraordinary General Meetings (EGMs) 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 a Comstar Special Committee of Independent Board Directors
- In connection with the merger and subject to review by the Federal Service for Financial Markets (FSFM), MTS will launch a Voluntary Tender Offer (VTO) for up to 37,614,678 Comstar ordinary shares (including shares underlying Comstar GDRs), representing 9.0% of the issued share capital of Comstar, at RUR 220.0 per share
- Implied VTO price per Comstar GDR of USD 7.16 represents a 13.1% premium to the three month volume weighted average trading price of the Comstar GDR
- VTO documentation to be disclosed and posted to Comstar shareholders following FSFM review
Moscow, Russian Federation — The Boards of Directors of Mobile TeleSystems OJSC (“MTS” – NYSE: MBT), the leading telecommunications provider in Russia and the CIS, and COMSTAR – United TeleSystems JSC (“Comstar” - LSE: CMST), a leading supplier of integrated telecommunication solutions in Russia and the CIS, announce that they have approved and recommend the merger of MTS and Comstar. MTS currently owns 61.97% of Comstar (64.03% excluding treasury shares) and consolidates Comstar in its financial results. As a result of the statutory merger (“prisoedinenie” under Russian law), Comstar will be subsumed into MTS and will cease to exist as a separate legal entity.
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COMSTAR RECEIVES VOLUNTARY TENDER OFFER FOR UP TO 9% OF COMSTAR SHARES
Moscow, Russia – July 13, 2010 – “COMSTAR – United TeleSystems” OJSC (“Comstar” – LSE: CMST), the largest integrated fixed – line telecommunications provider in Moscow and 82 Russian cities, today announced that it has received today from Mobile TeleSystems OJSC (“MTS” – NYSE: MBT), the leading telecommunications provider in Russia and the CIS, the MTS Voluntary Tender Offer (“VTO”) to acquire up to 37,614,678 Comstar ordinary shares (representing 9.0% of Comstar’s issued share capital, and including shares underlying Comstar Global Depositary Receipts (“GDR’s”) that MTS does not already own for RUR 220.0 per Comstar share. The launch of the VTO follows the announcement on June 25, 2010 that the Boards of Directors of MTS and Comstar had approved and recommended the merger of MTS and Comstar. The VTO documentation was then filed by MTS with the Federal Service for Financial Markets (“FSFM”), which has now completed its statutory review. MTS currently owns 61.97% of Comstar, or 64.03% when excluding treasury shares, and consolidates Comstar in its financial results.
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COMSTAR BOARD RECOMMENDS MTS VOLUNTARY TENDER OFFER FOR COMSTAR SHARES
Moscow, Russia – July 15, 2010 – COMSTAR – United TeleSystems JSC (“Comstar” – LSE: CMST), the largest integrated fixed–line telecommunications provider in Moscow and 83 Russian cities, announces that its Board of Directors has recommended today that its shareholders accept the voluntary tender offer (“VTO”) by Mobile TeleSystems OJSC (“MTS” – NYSE: MBT), the leading telecommunications provider in Russia and the CIS, and tender up to 37,614,678 Comstar ordinary shares representing up to 9.0% of Comstar’s issued share capital and including shares underlying Comstar Global Depositary Receipts (“GDRs”) for RUR 220.0 per Comstar share. As previously announced, Comstar received the VTO from MTS on July 13, 2010 following the completion of a statutory review of the documentation by the Federal Service for Financial Markets (“FSFM”). The VTO follows the announcement made on June 25, 2010 that the Boards of Directors of MTS and Comstar had recommended the merger (“prisoedinenie” under Russian law) of MTS and Comstar. MTS currently owns 61.97% of Comstar, or 64.03% when excluding treasury shares, and consolidates Comstar in its financial results.
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MTS Confirms Expiration Dates for Voluntary Tender Offer to Comstar Shareholders
Moscow, Russia – August 31, 2010 – “COMSTAR – United TeleSystems” JSC (“Comstar” or “the Group”) (LSE: CMST), the largest integrated telecommunications provider in Moscow and 83 Russian cities, today announced that MTS’ Voluntary Tender Offer (“VTO”) to Comstar shareholders will close at 17.00 EST on September 8, 2010 for Global Depositary Receipt (“GDR”) holders in advance of the closing on September 21, 2010 for all other Comstar shareholders.
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