Moscow, Russian Federation – Mobile TeleSystems OJSC (“MTS” – NYSE: MBT), the leading telecommunications operator in Russia and the CIS, announces that MTS has entered into transaction to acquire a 25.095% stake in MTS Bank OJSC for 5.09 billion rubles through an additional share issuance by the bank. The transaction was concluded in accordance with the terms of an indicative offer between MTS, MTS Bank and Sistema JSFC ("Sistema") (LSE: SSA), the largest diversified public financial corporation in Russia and the CIS and the majority shareholder of MTS and MTS Bank, that were announced on October 25, 2012.
In accordance with the terms of the transaction, Sistema’s direct ownership in MTS Bank decreases from 87.091% to 65.251%, while the balance of shares is held by other minority shareholders. Prior to the transaction, MTS already possessed a small stake in MTS Bank through MTS’s majority-owned subsidiary Moscow City Telephone Network OJSC (MGTS), therefore total MTS Group’s ownership stake in MTS Bank after completion of the transaction shall amount to 26.85%.
All necessary regulatory approvals to complete the transaction, including approvals by the Russian Central Bank and the Federal Anti-Monopoly Service (FAS), have been received.
The approval of the transaction by the MTS Board of Directors was based on the recommendation of the Special Committee to the Board of Directors, which consists of three independent directors who serve on the Board of Directors. A fairness opinion was provided to the Special Committee by an independent financial advisor, Citigroup Global Markets Limited. Debevoise & Plimpton LLP acted as the legal advisor to the Special Committee. Tax and financial due diligence was conducted by Ernst & Young, Liniya Prava ran legal due diligence.
Completion of the transaction is subject to the registration of the shares issuance report by Russian Central Bank.
MTS and MTS Bank have also concluded a profit-sharing agreement whereby MTS and MTS Bank would realize 70% and 30% of the proceeds from the MTS Dengi (MTS Money) project respectively. MTS Dengi project launched by MTS and MTS Bank is aimed at providing customers throughout Russia with payment tools, including credit cards, near-field communications-enabled SIM cards and PoS (point-of-sale) credit.