VimpelCom board agrees Weather takeover despite Telenor disapproval

VimpelCom’s board of directors has approved the proposed merger of VimpelCom and Naguib Sawiris’ Weather Investments but added that it did not take a decision on certain shareholder-related issues. As expected, six of the nine directors, including all three independent directors and the three Altimo-nominated directors, voted in favour of the transaction, with the Telenor-nominated directors voting against the deal.

The supervisory board did not approve an amended shareholder agreement or vote on other shareholder-related agreements due to Telenor’s publicly stated position that, in its capacity as a shareholder of VimpelCom, it does not support the merger.

VimpelCom said that in light of Telenor’s opposition as a shareholder, at this time no agreement has been reached with respect to the shareholder related agreements that were contemplated to be entered into in connection with the transaction.

As a consequence, the board has authorised the company’s CEO to review and take into account the rights and obligations of the parties under the current VimpelCom shareholders agreement and by-laws, and to negotiate further with Weather the terms and conditions under which Weather would be willing to enter into a revised transaction, taking into account that the shareholder related agreements are unlikely to be signed and delivered. The board has instructed the CEO to bring such revised terms, if any, back to the board for consideration and approval.