- Filing of certain prospectuses and communications in connection with business combination transactions (425)
December 24 2009 - 6:55AM
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 24, 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 22,
2009
RIA
Novosti
The brand
Rostelecom will survive reorganization - Svyazinvest
Svyazinvest
CEO Evgeny Yurchenko believes that the brand Rostelecom will remain unchanged
after reorganization of the state-owned telecommunication holding Svyazinvest.
The
brand Rostelecom suits us completely, said Mr. Yurchenko speaking in TV
news programme Vesti.
In
October this year Svyazinvest Board of Directors approved the
restructuring scenario of the group involving merger of interregional companies
(IRCs)
into Rostelecom and is planning to complete all legal
procedures related to the restructuring, in May 2011.
Mr. Yurchenko
noted on Tuesday that tricolour will be added to Rostelecom emblem and said
that the brand must be recognizable. The brand must be recognizable because
Rostelecom is supposed to be one of the five largest companies in Russia in
terms of capitalization, said Mr. Yurchenko.
It
was reported earlier that the Ministry of Telecommunications and Mass
Communications of the Russian Federation and Svyazinvest had prepared a joint
scenario of restructuring of the Russian telecommunications holding which would
take 18 months. The Vice-Premier Sergey Ivanov said that after completion of
the reorganization the companys capitalization would increase from 240 to 410
billion rubles, and the total synergistic effect of the merger of Rostelecom
and its subsidiaries would exceed 30 billion rubles.
Valuation
of shares, acquiring corporate approvals, restructuring debt commitments and
other procedures within the bounds of
IRCs
merger into
Rostelecom are supposed to take place in 2010. It is assumed that in summer
2010 General Shareholders meetings of companies to be reorganized will place
where decisions on the merger will be taken.
Initially
two scenarios of Svyazinvest reorganization were contemplated. The first one
involved amalgamation of Svyazinvest and Rostelecom with subsequent (in a few
years) merger of IRCs into the amalgamated company, which is actually a
two-staged project.
Under
consultants estimation, the positive synergistic effect of the companies
amalgamation will exceed 30 billion rubles.
The
holding Svyazinvest comprises the following interregional telecom operators:
OJSC CenterTelecom, OJSC N. W. Telecom, OJSC VolgaTelecom, OJSC UTK,
OJSC Uralsvyazinform, OJSC SibirTelecom,
OJSC Far East Telecom, OJSC Rostelecom, the national long-distance and
international telecommunications operator, OJSC
Central Telegraph and OJSC Giprosvyaz, Russias leading research
institute in communication facilities engineering.
The
interregional companies comprising Svyazinvest own over 80 percent of Russias
telecommunication infrastructure and offer services to customers encompassing
more than 90 percent of the countrys population.
Svyazinvests
registered capital is 19 billion 518 million 337.22 thousand ordinary shares
with a nominal value of 1 ruble.
Svyazinvests
principal shareholder is the state represented by the Federal Property
Management Agency (75% minus one share). The rest of the stock capital (25%
plus one share) is divided between OJSC Comstar -UTS (17.31% plus one share)
and MGTS Finance SA (7.69%).
December 22,
2009
RIA
Novosti
Svyazinvest
is planning to increase profits by 7.5% in 2009
The
state-owned telecommunications holding Svyazinvest anticipates that its
revenues will increase by 7.5% in 2009, and the net profit of its seven
interregional companies (ICRs) can rise by 17 percent, said Svyazinvest CEO
Evgeny Yurchenko.
The
total revenues of the group will rise by 7,5%. The net profit of the
interregional companies will grow by 17% at year-end , - said Mr. Yurchenko
to Vesti TV news programme on Tuesday.
According
to Mr. Yurchenko the economic crisis in this year did not affect the
holding. It is very good that the year
2009 was not marked by the crisis. The crisis did not have any influence on
Svyazinvest , he said, adding that the next year would see integration of the
business.
Earlier
Svyazinvest predicted that by the end of 2009 the aggregated revenues would
have gone up by 5% as compared with the last year. At the end of the year 2008
the holdings aggregated revenues made 252.9 billion rubles. The forecast was
that the EBITDA value growth would make 11.6 percent.
Svyazinvest is the largest telecommunications company in
Russia and is one of the biggest telecommunications groups in the world. The
holding comprises seven interregional telecommunication operators (OJSC
CenterTelecom, OJSC N. W. Telecom, OJSC VolgaTelecom, OJSC UTK,
OJSC Uralsvyazinform, OJSC SibirTelecom,
OJSC Far East Telecom), OJSC Rostelecom, the national long-distance and
international telecommunications operator, OJSC Central Telegraph and OJSC
Giprosvyaz, Russias leading research institute dealing with communication
facilities engineering.
The
interregional companies comprising Svyazinvest own over 80 percent of Russias
telecommunication infrastructure and offer services to customers encompassing
more than 90 percent of the countrys population.
Svyazinvests
registered capital is 19 billion 518 million 337.22 thousand ordinary shares
with a nominal value of 1 ruble.
Svyazinvests
principal shareholder is the state represented by the Federal Property
Management Agency (75% minus one share). The rest of the stock capital (25%
plus one share) is divided between OJSC Comstar -UTS (17.31% plus one share)
and MGTS Finance SA (7.69%). The telecommunications group Svyazinvest
anticipates that by the end of 2009 the growth of aggregated revenues will have
increased by 5 percent as compared with the results of the last year. At the
end of the year 2008 the holdings aggregated revenues made 252.9 billion
rubles, Svyazinvest reports.
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