OREANDA-NEWS. December 21, 2007. Open Joint Stock Company “Vimpel-Communications” (“VimpelCom”) (NYSE: VIP) and Golden Telecom, Inc. (“Golden Telecom”) (NASDAQ: “GLDN”) today issued the following joint statement:

Following the announcement on December 3, 2007 of a potential acquisition of all of the outstanding shares of Golden Telecom by a subsidiary of VimpelCom, VimpelCom and Golden Telecom confirm that a definitive merger agreement has been entered into between Golden Telecom and two wholly-owned subsidiaries of VimpelCom, VimpelCom Finance B.V. and Lillian Acquisition, Inc.  Pursuant to the merger agreement, Lillian Acquisition, Inc. will commence a tender offer on or before January 18, 2008, to acquire 100% of the outstanding shares of Golden Telecom’s common stock at a price of $105 per share in cash, implying a total equity value of approximately $4.3 billion.  The offer price of $105 per share represents a premium of 3.5% to the closing price of Golden Telecom common stock on November 30, 2007, the business day before Golden Telecom and VimpelCom announced that they were in negotiations regarding a potential transaction, and a premium of 10.1% and 27.6% to the average closing price of Golden Telecom common stock over the previous 60 and 120 days, respectively.

The tender offer, if successful, will be followed by a second-step merger in which any shares of Golden Telecom common stock not tendered into the offer will be converted into the right to receive $105 per share in cash.

The transaction was unanimously recommended to the Board of Directors of each of VimpelCom and Golden Telecom by their respective Special Committees of independent directors.  Following such recommendations, the Board of Directors of each of VimpelCom and Golden Telecom approved the transaction by a unanimous vote of all directors present.

VimpelCom expects the transaction will
• transform VimpelCom from a mobile-centric operator to an integrated service provider with an established position in high-growth broadband, data and mobile markets;
• create the first fully-integrated telecoms service provider across Russia and the CIS;
• enhance VimpelCom’s positioning as a market leader in integrated corporate solutions as a result of product bundling; and
• address high-growth adjacent markets where Golden Telecom has a significant infrastructure advantage.

Alexander Izosimov, Chief Executive Officer of VimpelCom, stated, "We are delighted to offer the advantages and growth potential of this powerful strategic combination to our shareholders.  VimpelCom has great respect and admiration for Golden Telecom, including its business, products, operations and employees, and we look forward to working closely with them as we consummate this transaction and begin what we anticipate to be a smooth integration  process."

Jean-Pierre Vandromme, Chief Executive Officer and Director of Golden Telecom, commented, "We believe this is a positive development for Golden Telecom shareholders and employees. It represents an opportunity for our shareholders to capture the significant value that has been created at Golden Telecom over the last several years. For our employees, it means becoming a part of a much larger telecommunications business with the scale and resources to thrive. VimpelCom’s interest in the company is a testament to the value our loyal and dedicated employees have created and I would like to thank them for their commitment and hard work. We look forward to working with VimpelCom to complete the transaction as expeditiously as possible."

Transaction Details

The tender offer will expire at midnight New York time on the 20th business day following and including the commencement date, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission. After completion of the tender offer, Lillian Acquisition, Inc. will be merged with and into Golden Telecom, and all outstanding shares of Golden Telecom common stock not tendered into the tender offer will be converted into the right to receive $105 in cash. 

The consummation of the tender offer is subject to the satisfaction or waiver of certain conditions, including: (i) a minimum of 63.3% of the outstanding Golden Telecom shares having been tendered into the offer, (ii) the receipt of applicable antitrust approvals, (iii) the absence of litigation or governmental action challenging or seeking to prohibit the offer or the merger, (iv) there not having been a material adverse change with respect to Golden Telecom, and (v) other customary conditions.

Advisors

UBS Investment Bank acted as financial advisor and Akin Gump Strauss Hauer & Feld LLP acted as legal advisor to VimpelCom for this transaction. Credit Suisse acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to the Special Committee of the Board of Directors of Golden Telecom.   Chadbourne & Parke LLP acted as legal advisor to Golden Telecom.
Further Communication

VimpelCom’s management will conduct a conference call to discuss the transaction and the forthcoming tender offer in early January prior to the tender offer launch.  Details of the conference call will be announced in advance.