OREANDA-NEWS. January 24, 2012. Sistema JSFC (“Sistema”) (LSE: SSA), the largest diversified public financial corporation in Russia and the CIS, today announces that it has signed a framework agreement with OJSC RTI (“RTI”) and NVision Group Managing Company LLC. The agreement stipulates the principles upon which the future cooperation between the parties will be based, and it defines the terms of a strategic integration of RTI’s and CJSC NVision Group’s assets.

Within the framework of the agreement, RTI will acquire a 50% stake in CJSC NVision Group (“NVision Group”) from the company’s shareholders. Furthermore, NVision Group’s shareholders will swap the remaining 50% of the company through an additional share issue by RTI. As a result of the transaction, NVision Group’s shareholders will receive a total cash consideration of up to US\\$ 200 million and a significant stake in RTI’s charter capital, as well as representation on RTI’s Board of Directors, which will enable them to participate in key Board decisions.

Mikhail Shamolin, President and Chief Executive Officer of Sistema, commented: “NVision Group is one of the largest information and communication technology companies in Russia. We believe that the integration of Sistema’s high-tech assets under RTI with NVision Group as a leading industry player, enhances shareholder value and provides further opportunities for growth in our business and the recognition of synergies.”

Anton Sushkevich, President of NVision Group, added: “This transaction is in line with our strategy to form the largest high-tech company in the CIS which will be focused on technologies developed by both NVision and RTI. The company will serve a diversified portfolio of clients on a turnkey basis and will deliver complex projects for the largest public and private enterprises.”

Sergei Boev, General Director of RTI, commented: “The integration of NVision Group and RTI’s assets and expertise brings with it the obvious potential to realise synergies. The deal will also strengthen RTI’s position as one of the leading providers of complex technological solutions with a greater priority on developing the share of our own high-tech products. NVision Group’s ICT-expertise can be successfully applied to RTI’s strategic business fields during the provision of complex communications and security systems, microelectronics and telecommunications solutions.”  

The completion of the transaction is subject to the fulfilment of a number of preconditions, including the approval of the transaction according to corporate procedures for all the parties, receipt of all the necessary permissions from the State regulatory bodies, as well as negotiation and execution of a number of separate transaction-related agreements.