UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
OPEN JOINT
STOCK COMPANY VIMPEL-COMMUNICATIONS
(Name of Subject Company (Issuer))
VimpelCom Ltd.
Telenor East Invest AS
Telenor Mobile Holding AS
Telenor ASA
Altimo Holdings & Investments Limited
CTF Holdings Limited
Crown Finance Foundation
(Name of Filing Person(Offeror))
Common Shares,
0.005 roubles nominal value
Preferred Shares, 0.005 roubles nominal value
(Title of Class of Securities)
68370R 10 9
(CUSIP Number of Class of Securities)
|
|
|
|
|
Yuri Musatov
Altimo Holdings & Investments Limited
Str.Novy Arbat, build.21
GSP-2
119992 Moscow, Russia
+7 495 981 4449
|
|
Alexander Izosimov
VimpelCom Ltd.
Strawinskylaan 3051
1077 ZX
Amsterdam, the Netherlands
+31 20 301 2240
|
|
Bjørn Hogstad
Telenor ASA
Snarøyveien 30
N-1331 Fornebu, Norway
+47 97 77 8806
|
with copies to
|
|
|
Pranav L. Trivedi
Richard L. Muglia
Lorenzo A. Corte
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street, Canary Wharf
London E14 5DS
United Kingdom
+44 20 7519 7000
|
|
Peter S. ODriscoll
N. Nell Scott
Orrick, Herrington & Sutcliffe LLP
107 Cheapside
London EC2V 6DN
United Kingdom
+44 20 7862 4600
|
(Name, Addresses and Telephone Numbers of Persons
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
¨
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
Check the appropriate boxes below to designate any transactions to which the statement relates:
x
|
third-party tender offer subject to Rule 14d-1
|
¨
|
issuer tender offer subject to Rule 13e-4
|
¨
|
going-private transaction subject to Rule 13e-3
|
x
|
amendment to Schedule 13D under Rule 13d-2
|
Check the following box if the filing is a final amendment reporting the results of the tender
offer:
x
This Amendment No. 9 amends and supplements the Tender Offer Statement on Schedule TO (as
amended, this Schedule TO) originally filed with the Securities and Exchange Commission (the SEC) on February 9, 2010, and amended on March 10, 2010, March 18, 2010, March 24, 2010, March 26, 2010, April 1, 2010, April 7,
2010, April 12, 2010 and April 16, 2010, by VimpelCom Ltd., Telenor East Invest AS, Telenor Mobile Holding AS, Telenor ASA, Altimo Holdings & Investments Ltd., CTF Holdings Limited and Crown Finance Foundation (collectively, the Reporting
Persons) and relates to an exchange offer (the U.S. Offer) by VimpelCom Ltd. to acquire (i) all of the outstanding common and preferred shares (the OJSC VimpelCom shares) of Open Joint Stock Company
Vimpel-Communications, a Russian open joint stock company (OJSC VimpelCom), that are held by U.S. holders (within the meaning of Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934), and (ii) all of the outstanding
American Depositary Shares of OJSC VimpelCom (the OJSC VimpelCom ADSs), each representing one twentieth of one OJSC VimpelCom common share, from all holders, wherever located. Concurrently with the U.S. Offer, VimpelCom Ltd. is making an
offer to all holders of OJSC VimpelCom shares, wherever located (the Russian Offer, and together with the U.S. Offer, the Offers), pursuant to a separate offer document in accordance with the voluntary tender offer rules of
the Russian Federation.
On March 25, 2010, VimpelCom Ltd. filed with the SEC Amendment No. 4 to its Registration Statement on
Form F-4 (file no. 333-164770) relating to the U.S. Offer (as amended, the Registration Statement). The terms and conditions of the U.S. Offer are set forth in the prospectus, which is a part of the Registration Statement (as amended,
the Prospectus), and the related ADS Letter of Transmittal and Share Acceptance Form, which are filed as exhibits to the Registration Statement.
This Schedule TO amends and supplements the initial statement on Schedule 13D, previously filed jointly by Telenor AS and Telenor East
Invest AS on December 10, 1998 (as amended and supplemented by Amendments Nos. 1 through 52), and the initial statement on Schedule 13D, previously filed jointly by Eco Telecom Limited, Eco Holdings Limited, CTF Holdings Limited and Crown Finance
Foundation on June 11, 2001 (as amended and supplemented by Amendment Nos. 1 through 43).
This Schedule TO reports the
results of the Offers and is the final amendment to the Reporting Persons Schedule TO.
Items 1 through Item 10
The information in the Prospectus and the related ADS Letter of Transmittal and Share Acceptance Form, which are filed as Exhibits
(a)(4)(i), (a)(1)(i) and (a)(1)(ii), respectively, hereto, and any prospectus or other prospectus supplement thereto related to the Offers hereafter filed with the SEC by the Reporting Persons, is hereby incorporated by reference in Items 1 through
Item 10 of this Schedule TO, except that such information is hereby amended and supplemented as provided herein.
Item 8.
|
Interest in Securities of the Subject Company
|
Item 8 of this Schedule TO is hereby amended and supplemented by adding the following:
On April 21, 2010, VimpelCom Ltd. announced that the Russian Offer expired at 11:59 p.m., Moscow time, on Tuesday, April 20, 2010.
Following the expiration of the U.S. Offer at 5:00 p.m., New York City time, on Thursday, April 15, 2010, and the Russian Offer, VimpelCom Ltd. accepted for exchange all OJSC VimpelCom shares, including those represented by OJSC VimpelCom ADSs,
validly tendered and not withdrawn. As of 11:59 p.m., Moscow time, on April 20, 2010, a combined total of 56,477,397 OJSC VimpelCom shares (including 308,309,375 OJSC VimpelCom ADSs) were tendered into the Offers, representing approximately 97.87%
of the OJSC VimpelComs outstanding shares.
The full text of the press release announcing the results of the Offers is
filed as Exhibit (a)(2)(xxxvii) hereto and is incorporated herein by reference.
Item 11.
|
Additional Information
|
As more fully described under Item 8 above (which description is incorporated herein in response to this Item 11), on April 21, 2010,
VimpelCom Ltd. completed the Offers.
Item 11 of this Schedule TO is hereby amended and supplemented by adding the following:
(b) On April 21, 2010, VimpelCom Ltd. issued a press release announcing the results of the Offers. A copy of the press release
is filed as Exhibit (a)(2)(xxxvii).
Item 12 of this
Schedule TO is hereby amended and supplemented by adding the following:
(a)(2)(xxxvii) Press release issued by VimpelCom Ltd.,
dated April 21, 2010 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on April 21, 2010)
(a)(2)(xxxviii) Press release issued by VimpelCom Ltd., dated April 21, 2010 (incorporated herein by reference to the Form 425 filed by
VimpelCom Ltd. on April 21, 2010)
(a)(2)(xxxix) Press release issued by Telenor ASA, dated April 21, 2010 (incorporated
herein by reference to the Form 425 filed by Telenor ASA on April 21, 2010)
(a)(2)(xxxx) Press release issued by Altimo
Holdings & Investments Ltd., dated April 21, 2010 (incorporated herein by reference to the Form 425 filed by Altimo Holdings & Investments Ltd. on April 21, 2010)
Item 13.
|
Information Required by Schedule 13E-3
|
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is
true, complete and correct.
Dated: April 21, 2010
|
|
|
VIMPELCOM LTD.
|
|
|
By
|
|
/s/ Franz Wolf
|
Name:
|
|
Franz Wolf
|
|
|
Director
|
|
|
By
|
|
/s/ Iver Chr. Olerud
|
Name:
|
|
Iver Chr. Olerud
|
|
|
Director
|
|
TELENOR ASA
|
|
|
By
|
|
/s/ Bjørn Hogstad
|
Name:
|
|
Bjørn Hogstad
|
Title:
|
|
Attorney-in-fact
|
|
TELENOR MOBILE HOLDING AS
|
|
|
By
|
|
/s/ Bjørn Hogstad
|
Name:
|
|
Bjørn Hogstad
|
Title:
|
|
Attorney-in-fact
|
TELENOR EAST INVEST AS
|
|
|
By
|
|
/s/ Bjørn Hogstad
|
Name:
|
|
Bjørn Hogstad
|
Title:
|
|
Attorney-in-fact
|
|
ALTIMO HOLDINGS & INVESTMENTS LIMITED
|
|
|
By
|
|
/s/ Franz Wolf
|
Name:
|
|
Franz Wolf
|
Title:
|
|
Director
|
|
CTF HOLDINGS LIMITED
|
|
|
By
|
|
/s/ Franz Wolf
|
Name:
|
|
Franz Wolf
|
Title:
|
|
Director
|
|
CROWN FINANCE FOUNDATION
|
|
|
By
|
|
/s/ Franz Wolf
|
Name:
|
|
Franz Wolf
|
Title:
|
|
Attorney-in-fact
|
EXHIBIT INDEX
|
|
|
Exhibit
No.
|
|
Description
|
|
|
(a)(1)(i)
|
|
ADS Letter of Transmittal for OJSC VimpelCom ADSs (incorporated herein by reference to Exhibit 99.1 to the Registration Statement on Form F-4 filed by VimpelCom Ltd. on February 8,
2010)
|
|
|
(a)(1)(ii)
|
|
Share Acceptance Form and Share Transfer Order for OJSC VimpelCom Shares (incorporated herein by reference to Exhibit 99.4 to the Registration Statement on Form F-4 filed by
VimpelCom Ltd. on February 8, 2010)
|
|
|
(a)(1)(iii)
|
|
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated herein by reference to Exhibit 99.5 to the Registration Statement on Form F-4
filed by VimpelCom Ltd. on February 8, 2010)
|
|
|
(a)(1)(iv)
|
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for OJSC VimpelCom ADSs and OJSC VimpelCom Shares (incorporated herein by reference to Exhibit 99.2
to the Registration Statement on Form F-4 filed by VimpelCom Ltd. on February 8, 2010)
|
|
|
(a)(1)(v)
|
|
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for OJSC VimpelCom ADSs and OJSC VimpelCom Shares (incorporated herein by
reference to Exhibit 99.3 to the Registration Statement on Form F-4 filed by VimpelCom Ltd. on February 8, 2010)
|
|
|
(a)(2)(i)
|
|
Press release issued by Altimo Holdings Investments Ltd., dated October 5, 2009 (incorporated herein by reference to the Form 425 filed by Altimo Holdings Investments Ltd. on
October 5, 2009)
|
|
|
(a)(2)(ii)
|
|
Press release issued by Telenor ASA, dated October 5, 2009 (incorporated herein by reference to the Form 425 filed by Telenor ASA on October 5, 2009)
|
|
|
(a)(2)(iii)
|
|
Presentation issued by Telenor ASA, dated October 5, 2009 (incorporated herein by reference to the Form 425 filed by Telenor ASA on October 5, 2009)
|
|
|
(a)(2)(iv)
|
|
Press release issued by Telenor ASA, dated October 16, 2009 (incorporated herein by reference to the Form 425 filed by Telenor ASA on October 16, 2009)
|
|
|
(a)(2)(v)
|
|
Text of BBC interview with Jon Fredrik Baksaas, dated October 16, 2009 (incorporated herein by reference to the Form 425 filed by Telenor ASA on October 16,
2009)
|
|
|
(a)(2)(vi)
|
|
Translation of Kommersant interview with Alexey Reznikovich, dated November 3, 2009 (incorporated herein by reference to the Form 425 filed by Altimo Holdings & Investments Ltd.
on November 3, 2009)
|
|
|
(a)(2)(vii)
|
|
Financial Times article, dated November 13, 2009 (incorporated herein by reference to the Form 425 filed by Altimo Holdings & Investments Ltd. on November 19,
2009)
|
|
|
(a)(2)(viii)
|
|
Translation of RBK Daily article, dated November 13, 2009 (incorporated herein by reference to the Form 425 filed by Altimo Holdings & Investments Ltd. on November 20, 2009)
|
|
|
(a)(2)(ix)
|
|
Translation of Vedomosti article, dated November 13, 2009 (incorporated herein by reference to the Form 425 filed by Altimo Holdings & Investments Ltd. on November 20, 2009)
|
|
|
(a)(2)(x)
|
|
Press release issued by Altimo Holdings & Investments Ltd., dated November 30, 2009 (incorporated herein by reference to the Form 425 filed by Altimo Holdings & Investments
Ltd. on November 30, 2009)
|
|
|
(a)(2)(xi)
|
|
Press release issued by Telenor ASA, dated November 30, 2009 (incorporated herein by reference to the Form 425 filed by Telenor ASA on November 30, 2009)
|
|
|
(a)(2)(xii)
|
|
Translation of Economicheskie Izvestiia interview with Mikhail Fridman, dated December 7, 2009 (incorporated herein by reference to the Form 425 filed by Altimo Holdings &
Investments Ltd. on December 8, 2009)
|
|
|
(a)(2)(xiii)
|
|
Disclosure Notice issued by VimpelCom Ltd., dated January 19, 2010 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on January 19, 2010)
|
|
|
(a)(2)(xiv)
|
|
Press release issued by VimpelCom Ltd., dated February 3, 2010 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on February 3, 2010)
|
|
|
(a)(2)(xv)
|
|
Press release issued by Telenor ASA, dated February 4, 2010 (incorporated herein by reference to the Form 425 filed by Telenor ASA on February 4, 2010)
|
|
|
(a)(2)(xvi)
|
|
Press release issued by VimpelCom Ltd., dated February 9, 2010 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on February 9,
2010)
|
|
|
|
|
|
(a)(2)(xvii)
|
|
Presentation issued by VimpelCom Ltd., dated February 9, 2010 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on February 9, 2010)
|
|
|
(a)(2)(xviii)
|
|
Press release issued by VimpelCom Ltd., dated February 9, 2010 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on February 9, 2010)
|
|
|
(a)(2)(xix)
|
|
Press release issued by Altimo Holdings & Investments Ltd., dated February 9, 2010 (incorporated herein by reference to the Form 425 filed by Altimo Holdings & Investments
Ltd. on February 9, 2010)
|
|
|
(a)(2)(xx)
|
|
Press release issued by Telenor ASA, dated February 9, 2010 (incorporated herein by reference to the Form 425 filed by Telenor ASA on February 9, 2010)
|
|
|
(a)(2)(xxi)
|
|
Press release issued by Telenor ASA, dated February 10, 2010 (incorporated herein by reference to the Form 425 filed by Telenor ASA on February 10, 2010)
|
|
|
(a)(2)(xxii)
|
|
Financial Times article, dated February 10, 2010 (incorporated herein by reference to the Form 425 filed by Altimo Holdings & Investments Ltd. on February 10,
2010)
|
|
|
(a)(2)(xxiii)
|
|
Translation of Vedomosti article, dated February 10, 2010 (incorporated herein by reference to the Form 425 filed by Altimo Holdings & Investments Ltd. on February 12, 2010)
|
|
|
(a)(2)(xxiv)
|
|
Press release issued by VimpelCom Ltd., dated March 18, 2010 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on March 18, 2010)
|
|
|
(a)(2)(xxv)
|
|
Road show presentation presented by VimpelCom Ltd., dated March 22, 2010 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on March 23,
2010)
|
|
|
(a)(2)(xxvi)
|
|
Press release issued by Telenor ASA, dated March 24, 2010 (incorporated herein by reference to the Form 425 filed by Telenor ASA on March 24, 2010)
|
|
|
(a)(2)(xxvii)
|
|
Brochure issued by VimpelCom Ltd., dated March 24, 2010 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on March 24, 2010)
|
|
|
(a)(2)(xxviii)
|
|
Transcript of a taped interview with Alexander Izosimov (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on March 26, 2010)
|
|
|
(a)(2)(xxix)
|
|
Memorandum to banks and brokers issued by VimpelCom Ltd., dated April 1, 2020 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on April 1,
2010)
|
|
|
(a)(2)(xxx)
|
|
Press release issued by VimpelCom Ltd., dated April 7, 2010 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on April 7, 2010)
|
|
|
(a)(2)(xxxi)
|
|
Notice issued by VimpelCom Ltd., dated April 7, 2010 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on April 7, 2010)
|
|
|
(a)(2)(xxxii)
|
|
Press release issued by VimpelCom Ltd., dated April 9, 2010 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on April 9, 2010)
|
|
|
(a)(2)(xxxiii)
|
|
Press release issued by VimpelCom Ltd., dated April 16, 2010 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on April 16, 2010)
|
|
|
(a)(2)(xxxiv)
|
|
Press release issued by Telenor ASA, dated April 16, 2010 (incorporated herein by reference to the Form 425 filed by Telenor ASA on April 16, 2010)
|
|
|
(a)(2)(xxxv)
|
|
Press release issued by Telenor ASA, dated April 16, 2010 (incorporated herein by reference to the Form 425 filed by Telenor ASA on April 16, 2010)
|
|
|
(a)(2)(xxxvi)
|
|
Press release issued by Altimo Holdings & Investments Ltd., dated April 16, 2010 (incorporated herein by reference to the Form 425 filed by Altimo Holdings & Investments
Ltd. on April 16, 2010)
|
|
|
(a)(2)(xxxvii)
|
|
Press release issued by VimpelCom Ltd., dated April 21, 2010 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on April 21, 2010)
|
|
|
(a)(2)(xxxiii)
|
|
Press release issued by VimpelCom Ltd., dated April 21, 2010 (incorporated herein by reference to the Form 425 filed by VimpelCom Ltd. on April 21, 2010)
|
|
|
(a)(2)(xxxix)
|
|
Press release issued by Telenor ASA, dated April 21, 2010 (incorporated herein by reference to the Form 425 filed by Telenor ASA on April 21, 2010)
|
|
|
(a)(2)(xxxx)
|
|
Press release issued by Altimo Holdings & Investments Ltd., dated April 21, 2010 (incorporated herein by reference to the Form 425 filed by Altimo Holdings & Investments
Ltd. on April 21, 2010)
|
|
|
(a)(4)(i)
|
|
Prospectus dated March 25, 2010 (incorporated herein by reference to Amendment No. 4 to the Registration Statement on Form F-4 filed by VimpelCom Ltd. on March 25,
2010)
|
|
|
(a)(5)(i)
|
|
Form of Restated Bye-laws of VimpelCom Ltd. (incorporated herein by reference to Exhibit 3.4 to the Registration Statement on Form F-4 filed by VimpelCom Ltd. on February 8, 2010)
|
|
|
(a)(5)(ii)
|
|
Shareholders Agreement, dated October 4, 2009, between and among VimpelCom Ltd., Altimo Holdings & Investments Ltd., Eco Telecom Limited, Telenor East Invest AS, Telenor Mobile
Communications AS and Altimo Cooperatief U.A. (incorporated herein by reference to Exhibit 2.1 to the Registration Statement on Form F-4 filed by VimpelCom Ltd. on February 8, 2010)
|
|
|
(a)(5)(iii)
|
|
Share Exchange Agreement, dated as of October 4, 2009, between and among Telenor Mobile Communications AS, Telenor East Invest AS, Telenor Ukraina I AS, Telenor Ukraina II AS,
Telenor Ukraina III AS, Telenor Ukraina IV AS, Telenor Ukraina V AS, Telenor Ukraina VI AS, Telenor Ukraina VII AS, Altimo Holdings & Investments Ltd., Eco Telecom Limited, Altimo Cooperatief U.A., Alpren Limited and Hardlake Limited
(incorporated herein by reference to Exhibit 2.2 to the Registration Statement on Form F-4 filed by VimpelCom Ltd. on February 8, 2010)
|
|
|
(a)(5)(iv)
|
|
Registration Rights Agreement, dated as of October 4, 2009, between and among VimpelCom Ltd., Telenor East Invest AS, Telenor Mobile Communications AS, Altimo Cooperatief U.A.,
Altimo Holdings & Investments Ltd. and Eco Telecom Limited (incorporated herein by reference to Exhibit 2.3 to the Registration Statement on Form F-4 filed by VimpelCom Ltd. on February 8, 2010)
|
|
|
(a)(5)(v)
|
|
Settlement Agreement, dated as of October 4, 2009, between and among Telenor Mobile Communications AS, Telenor East Invest AS, Telenor Consult AS, Crown Finance Foundation, CTF
Holdings Limited, Altimo Holdings & Investments Ltd., Eco Telecom Limited, Rightmarch Limited, Alpren Limited, Hardlake Limited and Storm LLC (incorporated herein by reference to Exhibit 2.4 to the Registration Statement on Form F-4 filed by
VimpelCom Ltd. on February 8, 2010)
|
|
|
(a)(5)(vi)
|
|
First Amendment to Settlement Agreement, dated as of January 12, 2010, between and among Telenor Mobile Communications AS, Telenor East Invest AS, Telenor Consult AS, Crown Finance
Foundation, CTF Holdings Limited, Altimo Holdings & Investments Ltd., Eco Telecom Limited, Rightmarch Limited, Alpren Limited, Hardlake Limited and Storm LLC (incorporated herein by reference to Exhibit 2.5 to the Registration Statement on Form
F-4 filed by VimpelCom Ltd. on February 8, 2010)
|
|
|
(a)(5)(vii)
|
|
Settlement Escrow Agreement, dated as of October 4, 2009, between and among Telenor Mobile Communications AS, Telenor East Invest AS, Telenor Consult AS, Crown Finance Foundation,
CTF Holdings Limited, Altimo Holdings & Investments Ltd., Eco Telecom Limited, Rightmarch Limited, Alpren Limited, Hardlake Limited, Storm LLC and Orrick, Herrington & Sutcliffe LLP (incorporated herein by reference to Exhibit 2.6 to the
Registration Statement on Form F-4 filed by VimpelCom Ltd. on February 8, 2010)
|
|
|
(a)(5)(viii)
|
|
Guarantee, dated as of October 4, 2009, between and among Telenor ASA, Altimo Holdings & Investments Ltd., Eco Telecom Limited, Alpren Limited, Hardlake Limited, Storm LLC,
Altimo Cooperatief U.A., Crown Finance Foundation and Rightmarch Limited (incorporated herein by reference to Exhibit 2.7 to the Registration Statement on Form F-4 filed by VimpelCom Ltd. on February 8, 2010)
|
|
|
(a)(5)(ix)
|
|
Guarantee, dated as of October 4, 2009, between and among CTF Holdings Limited, Telenor East Invest AS, Telenor Mobile Communications AS, Telenor Ukraina I AS, Telenor Ukraina II
AS, Telenor Ukraina III AS, Telenor Ukraina IV AS, Telenor Ukraina V AS, Telenor Ukraina VI AS, Telenor Ukraina VII AS and Telenor Consult AS (incorporated herein by reference to Exhibit 2.8 to the Registration Statement on Form F-4 filed by
VimpelCom Ltd. on February 8, 2010)
|
|
|
(a)(5)(x)
|
|
Guarantee, dated as of October 4, 2009, between and among CTF Holdings Limited, VimpelCom Holdings B.V., VimpelCom Ltd., CJSC Kyivstar G.S.M. and Storm LLC (incorporated
herein by reference to Exhibit 2.9 to the Registration Statement on Form F-4 filed by VimpelCom Ltd. on February 8, 2010)
|
|
|
(a)(5)(xi)
|
|
English translation of the Voluntary Tender Offer Document, together with the forms of tender acceptance application, share transfer order, the bank guarantee and other related
documents, to be sent to OJSC VimpelCom shareholders in the Russian Offer (incorporated herein by reference to Exhibit 99.6 to the Registration Statement on Form F-4 filed by VimpelCom Ltd. on February 8, 2010)
|
|
|
(a)(5)(xii)
|
|
English translation of the Explanatory Letter from OJSC VimpelCom to its shareholders to accompany the Voluntary Tender Offer Documents (exhibits to this letter are included in
Exhibit (a)(5)(xi) and incorporated herein by reference)
|
|
|
(h)(1)
|
|
Tax Opinion of Orrick, Herrington & Sutcliffe LLP (incorporated herein by reference to Exhibit 8.1 to the Registration Statement on Form F-4 filed by VimpelCom Ltd. on February
8, 2010)
|
|
|
24.1
|
|
Power of Attorney dated January 12, 2010, executed by Jan Edvard Thygesen, Chairman of the Board of Telenor East Invest AS, in favor of Bjørn Hogstad, Pål Wien Espen
and Ole Bjørn Sjulstad (incorporated herein by reference to Exhibit 24.1 to the Amendment No. 52 to Schedule 13D filed by Telenor East Invest AS, Telenor Mobile Holdings AS and Telenor ASA on January 14, 2010)
|
|
|
24.2
|
|
Power of Attorney dated January 12, 2010, executed by Jon Fredrik Baksaas, Chairman of the Board of Telenor Mobile Holding AS, in favor of Bjørn Hogstad, Pål Wien Espen
and Ole Bjørn Sjulstad (incorporated herein by reference to Exhibit 24.2 to the Amendment No. 52 to Schedule 13D filed by Telenor East Invest AS, Telenor Mobile Holdings AS and Telenor ASA on January 14, 2010)
|
|
|
24.3
|
|
Power of Attorney dated January 12, 2010, executed by Jon Fredrik Baksaas, President and Chief Executive Officer of Telenor ASA, in favor of Bjørn Hogstad, Pål Wien
Espen and Ole Bjørn Sjulstad (incorporated herein by reference to Exhibit 24.3 to the Amendment No. 52 to Schedule 13D filed by Telenor East Invest AS, Telenor Mobile Holdings AS and Telenor ASA on January 14, 2010)
|
Open Joint Stock CO.-Vimpel Communications (NYSE:OVIP)
Historical Stock Chart
From Jul 2024 to Aug 2024
Open Joint Stock CO.-Vimpel Communications (NYSE:OVIP)
Historical Stock Chart
From Aug 2023 to Aug 2024