Moscow, Russian Federation – Mobile TeleSystems OJSC (“MTS” – NYSE: MBT), the leading telecommunications provider in Russia and the CIS, today announced the final results of its Voluntary Tender Offer (“VTO”) to COMSTAR – United TeleSystems JSC (“Comstar” – LSE: CMST) shareholders, for which the tender period closed on September 21, 2010.
MTS has acquired 37,614,087 ordinary Comstar shares, or approximately 9.0% of Comstar’s issued share capital, for a total cost of RUB 8.28 billion (approximately $271.89 million1), excluding fees and expenses relating to the VTO2. The transaction was financed through MTS’ available cash reserves. This brings MTS’ total ownership stake in Comstar to 70.97% of Comstar’s issued share capital (or 73.33% excluding treasury shares).
As announced on June 25, 2010, MTS set out to purchase up to 9.0% of Comstar’s issued share capital through the VTO. Due to oversubscription of 3.3289 times, MTS accepted shares from tendering Comstar shareholders on a pro rata basis in accordance with Russian joint stock company law.
Payment for the shares to be purchased in the VTO will be made within 15 days from the moment the shares are credited to MTS’ personal account with the Registrar. GDRs that were tendered but not purchased will be released to GDR holders upon expiry of the blocking period as communicated by Deutsche Bank Trust Company Americas (“DBTCA”), the depositary bank for Comstar’s GDR facility. GDR holders should contact DBTCA for further information or questions regarding the VTO.
Goldman Sachs International is acting as financial advisor to MTS and Latham & Watkins LLP is acting as legal advisor to MTS on this transaction.
Documentation regarding MTS’ VTO to acquire Comstar shares is available at https://www.mtsgsm.com/merger.
1 According to the Russian Central Bank exchange rate of 30.4360 RUB/USD as of October 6, 2010. U.S. dollar amounts provided for reference.
2 The amount ultimately acquired was slightly less than the amount accepted due to non-delivery by certain Comstar shareholders who submitted tender applications.
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