OREANDA-NEWS. March 12, 2012. Rostelecom OJSC (MICEX-RTS: RTKM, RTKMP; OTCQX: ROSYY) (“the Company”), Russia’s national telecommunications operator, today announces that it has completed the acquisition of a 28.2% stake in OJSC National Telecommunications (“NTK?) for a total cash consideration of RUB 13.8 billion. As a result, Rostelecom has now acquired 100% shares in NTK for RUB 41.7 billion, after taking into account a 71.8% stake purchased in February 2011. The transaction with NTK is expected to result in the realisation of approximately RUB 2 billion in synergies by 2015.

Since Rostelecom first acquired its shares over a year ago, NTK’s operating and financial performance has improved. Preliminary results indicate that NTK’s revenue increased by 14% year-on-year to RUB 10.8 billion for the full year of 2011 and OIBDA increased by 27% year-on-year to RUB 4.4 billion for the corresponding period. Net debt was RUB 2.3 billion as at the end of 2011, compared to RUB 2.8 billion at the end of 2010.

At the end of 2011, NTK’s subscriber base exceeded 5.1 million subscribers, which included 195 thousand digital pay-TV subscribers, representing a year-on-year increase of 59%, while the number of broadband subscribers grew 39% year-on-year to reach 530 thousand subscribers. NTK has actively developed its operations in the Moscow region in particular over the last year. The number of broadband subscribers in Moscow has almost doubled, to reach 292 thousand households in 2011, and the amount of digital pay-TV subscribers increased six-fold during the same period.

As a result of these synergies, Rostelecom will be able to increase its revenues and reduce operational spending by optimising the number of employees, standardizing and automating business processes, and further costs will be cut by eliminating resource duplication and streamlining the use of the network and IT infrastructure. The Company will also reduce its capital expenditure by optimising the investment programme to build networks in Moscow and St. Petersburg. The transaction to acquire the remaining stake has been completed at an estimated adjusted EV/ EBITDA multiple of 8-8.5x for 2011.

Alexander Provotorov, President of Rostelecom, commented: “Gaining full control over NTK is very important for Rostelecom as it enables us to strengthen the management of NTK’s assets, and it enables us to fully realise synergies in the regions where both companies operate. Given the expected synergies effect and rapid growth in NTK’s business, Rostelecom’s management is confident that the acquisition of 100% shares in NTK benefits Rostelecom and generates value for shareholders.”