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Articles & publications
28.04.2010
Morgan Stanley confirms fairness opinion of RTO shares for the calculation of swap ratiosInterfax
Morgan Stanley has confirmed the fairness opinion concerning the shares of regional telecom operators (RTOs) controlled by Svayzinvest, which is to be used to determine the conversion ratio and buyback of shares from minority shareholders which do not agree with the reorganization.
Earlier this evaluation was prepared by an independent appraiser Ernst & Young.
The board of directors of Svyazinvest on Wednesday took under advisement a fairness opinion presented by Morgan Stanley.
The decision to reorganize RTOs should be approved by three quarters of the votes of those attending the shareholders meeting, including the holders of preferred shares (Svyazinvest’s stake in RTOs including prefs is 38%).
Each RTO should approve the merger agreement, which contains the terms and conditions for folding operators into Rostelecom " (RTS: RTKM). The agreement contains the swap ratios for converting RTO shares into those of Rostelecom.
The first company whose board of directors is scheduled to review a merger agreement at an annual general shareholders meeting is Sibirtelecom (RTS: ENCO).
A source close to the board of directors of the Far East operator told Interfax in an interview that the dissenting shareholders will manage to have the appraisal of Far East Telecom overturned. In order for this to happen, Ernst & Young would have to adjust the methodology used for all RTOs.
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