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Articles & publications
19.02.2010
Board of Directors of Svyazinvest kicks off merger process of holding’s subsidiaries on the basis RostelecomInterfax
The board of directors of Svyazinvest has unanimously adopted a decision to advise the representatives of Svyazinvest to vote in favor of the reorganization of the holding in the form of a merger of regional telecom companies and Rostelecom (RTS: RTKM), Interfax was told by head of the Information Department of Svyazinvest, Igor Pshenichnikov. “This is the first and important step in a number of corporate procedures on the road to the reorganization of the holding, Pshenichnikov emphasized.
The concept of the reorganization of Svyazinvest calls for a merger of seven regional telecommunications companies and Rostelecom by way of an asset swap. Following the completion of an appraisal of the assets slated for consolidation on the basis of the national operator, the asset swap ratios will be calculated and then the price of shares to be bought back from minority shareholders that do not agree to the terms of the swap. The shares of Rostelecom and RTOs will be appraised separately for the purpose of the buyback from dissenting shareholders.
The shareholders meeting also examined issues relating to the reorganization which are scheduled for the middle of this year.
Decisions on the reorganization should be approved by three quarters of the votes of persons attending the shareholders meeting, including preferred shareholders (Svyazinvest’s stake in RTOs including prefs is 38%).
In the event that minority shareholders manage to block the merger, there is an alternative option, i.e. contributing the holding’s shares in RTOs to the authorized capital of Rostelecom in exchange for additional shares. In addition, minority shareholders could be given the opportunity to exchange their shares in RTOs for new shares in Rostelecom.
Svyazinvest owns controlling equity positions in Rostelecom and seven regional telecommunications companies – CenterTelecom (RTS: ESMO), North-West Telecom (RTS: SPTL), VolgaTelecom (RTS: NNSI), UTK (RTS: KUBN), Uralsvyazinform (RTS: URSI), Sibirtelecom (RTS: ENCO) and Far East Telecom (RTS: ESPK), as well as Central Telegraph (RTS: CNTL), Giprosvyaz, Dagsvyazinform and financial company Svyaz.
Aside from the seven RTOs, Dagsvyazinform is expected to be folded into Rostelecom.
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