Moscow. 23 Dec. The Board of Directors “the Megaphone” has submitted for consideration of shareholders the question about the purchase of 11.5 million shares of class A and 21.9 million ordinary shares in the capital of Mail.ru Group, said in a statement. The transaction amount will be $740 million: $640 million payable at the closing of the transaction, another $100 million deferred payment to be paid within a year after its closure. MegaFon intends to pay for the package from its own funds and borrowed funds for the transaction to attract plans.
We plan to acquire securities comprise 63.8% of the voting shares Mail.ru, or 15.2% of the capital. Share will redeem the structures Group USM Alisher Usmanov and partners – Technology Investment LP, New Media Technologies Capital Partners Ltd (NMT) and Ardoe Finance Ltd. Judging by the results of the Board of Directors of the company (5 votes for, none against), the Scandinavian Company Telia, which owns a blocking stake in the operator has not objected to the transaction with USM.
The shareholders ‘ meeting for approval of the transaction is scheduled for January 20, the register closing date – January 3.
“The deal is aimed at obtaining significant synergy effects for both companies, including expanding the range and ways of promoting the digital services of “MegaFon”, the launch of special offers VKmobile for users of the social network “Vkontakte” and other possible initiatives”, – stated in the message of “MegaFon”.
After completion of the transaction “the Megaphone” and Mail.Ru will continue to operate fully on market terms. The management of both companies will be independent, any possible agreements between companies will be on commercial market terms, the report says. Significant changes in the basic operating activities Mail.Ru and corporate governance is not expected.
The transaction is expected to close in the first quarter of next year. The offer to other shareholders Mail.ru in this case, not required, marks “the Megaphone”. After completion of the transaction “the Megaphone” fully consolidates Mail.ru in its reporting. It is expected that the transaction will have a positive impact on the long-term reduction of the debt burden, the company said in the presentation of the operator.
Morgan Stanley and Cleary Gottlieb Steen & Hamilton are, respectively, financial and legal advisers “MegaFon”. Their consultants were of the special Committee of the Board of Directors of the company, which includes independent and non-Executive Director is a Bank of America Merrill Lynch and White & Case.