On November 28th an extraordinary shareholders' meeting was held at PTN, at which a motion was passed to merge eight telecom companies operating in the North-Western region. The results of the voting were as follows: 97.8% of those holding common and preferred shares cast favorable votes. Shareholders also approved Merger Agreements, as well as the merged company's new name: "North-Western Telecom".
Shareholders of the merger constituents had previously expressed their overwhelming support for the unification process (ranging from 90.1% to 99.5%). This was the final PTN meeting in a series of EGMs held from November 19 to 26, 2001. The general directors of all the companies to be merged into North-Western Telecom were invited to the final meeting, including Svyazinvest CEO V. Yashin.
PTN shareholders have passed a resolution to fix the total amount of common and preferred shares outstanding and raise the charter capital of the Petersburg Telephone Network. In accordance with the merger mechanism the Petersburg Telephone Network is to place an additional 262,896,773 common and 87,646,542 preferred shares of type A, which are then to be swapped as PTN shares for those of the merged companies.
Common and preferred shares in the merged companies are to be exchanged for shares in PTN based on the established swap ratios, as recommended by Renaissance Capital, the financial consultant of the project. PTN will have a 63% equity interest in North-Western Telecom.
In his address the general director of PTN S.V. Soldatenkov said:
"The restructuring will make it possible to merge the companies' networks into a single transport network and to optimize the construction scheme for channel and switching capacity used to provide telecom services.
Compared to each separate telecom concern, the merged entity will have a compelling advantage in terms of its ability to enter foreign capital markets through initial public offerings in the form of level 3 ADR programs or Global Depositary Receipts. This in turn will enhance share liquidity and value, and help attract investments needed to achieve further growth.
Raising business scalability and intensifying internal sources should make the merged company much more attractive for investors, on the one hand. On the other hand, the company should be better positioned to develop and consolidate its business activities by attracting outside sources of financing".
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