By Lisa Kerner
Charlotte, N.C., Dec. 21 - OJSC Vimpel-Communications will acquire Golden Telecom, Inc. in a $105-per-share cash tender offer in a deal valued at $4.3 billion, the companies announced on Friday.
Golden Telecom entered into a definitive agreement with two wholly owned subsidiaries of VimpelCom, VimpelCom Finance BV and Lillian Acquisition, Inc.
Lillian Acquisition. will begin the tender offer for Golden Telecom on or before Jan. 18.
The tender offer 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.
An $80 termination fee is included in the agreement, according to an 8-K filing with the Securities and Exchange Commission.
VimpelCom expects the acquisition to boost its presence in the broadband, data and mobile markets.
The offer is contingent upon a minimum of 63.3% of the outstanding Golden Telecom shares being tendered into the offer.
VimpelCom was advised by UBS Investment Bank, and Golden Telecom was advised by Credit Suisse.
VimpelCom is a Moscow-based wireless telecommunications services company.
Golden Telecom, also based in Moscow, provides telecommunications and internet services in Russia and other countries of the Commonwealth of Independent States.
| Acquirer: | OJSC Vimpel-Communications
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| Target: | Golden Telecom, Inc.
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| Announcement date: | Dec. 21
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| Transaction total: | $4.3 billion
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| Price per share: | $105.00
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| Termination fee: | $80 million
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| Expected closing: | Upon approvals
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| Stock price of target: | Nasdaq: GLDN: $100.06 on Dec. 20
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