- Filing of certain prospectuses and communications in connection with business combination transactions (425)
2009年11月27日 - 8:10PM
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: November 23, 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.
Starting
gun fired for reorganization
The year
2009 saw adoption of the scenario for Svyazinvest restructuring as the only
state-owned telecom company.
February
10 February
Svyazinvest shareholders at an extraordinary meeting
of shareholders elected Mr. Yevgeny Yurchenko the holdings General
Director (CEO). The new management team was directed to approve the development
strategy of the holding for the period up to 2012. I wouldnt hide from you
that the holding is in dire straits, - said Mr. Ye. Yurchenko in an
interview to Svyazinvest Magazine. The revenue growth of the companies
members of Svyazinvest Group is lagging behind the telecom market growth rates.
I believe that Svyazinvest should remain under the government control.
April
Russian Ministry for telecom industry (Minsvyaz)
jointly with Svyazinvest and hired consultancies within the framework of an
ad-hoc group developed the holding reorganization concept.
May
11-14 May
At the
international telecom show Svyaz-Expocomm2009 the exposition of Svyazinvest
was in the focus of the state attention. The stand was visited by the Russian
President Dmitry Medvedev, Vice Prime Minister and Chief of Staff of the
Russian Government Sergey Sobyanin, Minister of Telecommunications and Mass
Communications of Russia Igor Shchegolev.
At the
meeting of the extended council of MinComSvyaz Vice Prime Minister Sergey Ivanov
stressed the urgent need for the reform of the cornerstone company in the
Russian telecommunications industry Svyazinvest holding. Mr. I.
Shchegolev speaking at the meeting said that Svyazinvest should become the
united national operator and global player in the telecom marketplace.
29 May
The government transport and communications
commission with Sergey Ivanov in charge approved the concept of the holding
restructuring by merging Inter-regional telecommunications Companies (IRCs) on
the basis of Rostelecom as the core company.
September
4 September
Sergey Ivanov endorsed the structure of the deal to exchange telecom
assets between Joint-Stock Financial Corporation Sistema and the government and
reported his decision to the Russian Prime Minister Vladimir Putin.
15 September
The Russian government approved the exchange of telecom assets between
the government and Sistema announced Igor Shchegolev. The exchange deal
presumes that within the deal structure Sistema should return to the government
the blocking interest in Svyazinvest and transfer its stake in SkyLink, while
in return Sistema will get 28% of MGTS shares and writing off Comstar-UTS debt
to Sberbank totaling some 26 billion rubles. Comstars debt and blocking
interest in Svyazinvest will be transferred to Vnesheconombank.
October
5-9 October
Speaking at ITU Telecom World 2009 exhibition in Geneva Igor Shchegolev
pointed out that the Russian government starting in 2012 could consider IPO of
Svyazinvest reorganized on the basis of Rostelecom. Mr. I. Shchegolev also
clarified that the size of the stake to be offered for privatization would be
determined as the holdings reform moved forward and depending on the market
price of the company.
Yevgeny Yurchenko called unprecedented for Russia the process whereby
all the holdings companies across Russia are to be united into a single
integrated competitive operating company offering a full range of telecom and
data services throughout Russia and capable of operating successfully in the
environment of tightening competition on the part of private telecom operators.
20 October
The reorganization of Svyazinvest Group is officially launched.
Svyazinvests Board of Directors approved the reorganization plan envisaging
mergers of IRCs into Rostelecom as the successor company. The legal
arrangements for the reorganization are planned to complete in May 2011.
Share valuation, securing corporate approvals, debt obligations restructuring
and other activities within the framework of IRCs merger into Rostelecom are
to be pursued during 2010. General Meetings of Shareholders of the companies to
be reorganized which should pass the reorganization resolutions are expected to
be held in summer 2010.
23 October
The Russian MinComSvyaz compiles a list of candidates to the new Board
of Directors of Svyazinvest. For the first time over the past four years no
Comstar-UTS representatives are on the list (Comstar is a subsidiary of Sistema
and should return 25% minus 1 share back to the state ownership). At the same
time Igor Shchegolev and Yevgeny Yurchenko who have never been the Board
members may well be elected to the Board.
27 October
Svyazinvest Executive Management identified the primary urgent measures
to implement the plan of the Group reorganization approved by the Board of
Directors. In particular, it was decided to create the Reorganization Steering
Committee to coordinate activities of all Svyazinvest departments and companies
of Svyazinvest Group within this objective framework.
The Russian government approved the terms and conditions of the deal to
exchange assets between the government and Sistema.
29 October
In Moscow Mr. Yevgeny Yurchenko met with leading analysts and
reporters writing about telecom industry in Russia. The final definitive
decision is the merger of all companies, with Rostelecom as the core basis for
the merger, - stressed Svyazinvests CEO. According to our estimates the united
company under the government control will emerge as one of five largest
companies in Russia.
November
5 November
On the
eve of a meeting of the government commission an alternative reorganization
option emerged contemplating a reorganization process lasting 1.5 years longer
than the approved scenario: first, Svyazinvest itself should be merged into
Rostelecom, while afterward the IRCs should do the same. Virtually all experts
agreed that the plan was intended to disrupt the reform of the telecom
industry.
11
November
Russian
papers reported that Vladimir Putin had ruled out the alternative scenario of
Svyazinvest reorganization. The Russian Prime Minister made his decision to
adopt the initial reorganization scheme recommended to Svyazinvest by
consultancies and envisaging one-off merger of IRCs into Rostelecom.
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