VimpelCom to Issue Common and Convertible Preferred Shares
OREANDA-NEWS. February 28, 2011. VimpelCom Ltd. (“VimpelCom” or the “Company”) (NYSE: VIP) affirmed that the Company’s Supervisory Board recommends that VimpelCom shareholders vote “FOR” approval of the issuance of VimpelCom common shares and convertible preferred shares and the increase of VimpelCom’s authorized share capital needed to complete the combination of VimpelCom and Wind Telecom S.p.A. (“Wind Telecom”). The Company also believes that Institutional Shareholder Services (ISS), a proxy advisory firm, has reached an incorrect conclusion in its recommendation regarding the proposed combination of VimpelCom and Wind Telecom, a conclusion which is contrary to the recommendation of VimpelCom's three independent directors.
In contrast to the recommendation of ISS, in a report dated February 25, 2011, Glass Lewis & Co., a leading independent proxy advisory firm, recommended that VimpelCom shareholders vote “FOR” the issuance of common and convertible preferred shares and the increase in authorized share capital needed to complete the combination, saying that “the Company should be provided the flexibility to use its equity in a manner that could provide funding for its operations and enhance shareholder value.”
Jo Lunder, the Chairman of VimpelCom’s Supervisory Board, commented: “As Chairman of the Company and an independent director, I am convinced that the Supervisory Board and management have thoroughly reviewed and considered all aspects of this transaction. The majority of the board, including all three independent directors, supports the expansion of our growth platform as it is strategically compelling and financially attractive. The Company looks forward to the upcoming Special General Meeting and is confident the combination will be approved when all our shareholders have a chance to vote.”
The Special General Meeting of VimpelCom is scheduled to take place on March 17, 2011 to approve the issuance of up to 325,639,827 VimpelCom common shares and 305,000,000 convertible preferred shares and the increase of VimpelCom’s authorized share capital needed to complete this transaction.
VimpelCom’s Supervisory Board and Management Board recommend shareholders vote “FOR” the proposals proposal by signing, dating and returning the WHITE voting card received from the Company.
Shareholders who need assistance or have questions about the voting process should call VimpelCom’s proxy solicitor, D.F. King & Co., Inc., toll-free in North America at +1 800 431 9645, toll-free in Continental Europe at 00800 5464 5464, +44 207 920 9700 from other locations, or call collect at +1 212 269 5550.
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