- Filing of certain prospectuses and communications in connection with business combination transactions (425)
November 30 2009 - 8:38AM
Edgar (US Regulatory)
FILED BY: OJSC Svyazinvest
PURSUANT TO Rule 135 and Rule 425
under the Securities Act of 1933, as
amended
SUBJECT COMPANY: OJSC N. W. Telecom,
OJSC CenterTelecom,
OJSC UTK,
OJSC VolgaTelecom,
OJSC Uralsvyazinform,
OJSC SibirTelecom,
OJSC Far East Telecom,
OJSC Dagsvyazinform
EXCHANGE ACT FILE NUMBER: 001-14748
DATE: November 30, 2009
Important
Information
This communication does
not constitute an offer to purchase, sell, or exchange or the solicitation of
an offer to sell, purchase, or exchange any securities of OJSC Rostelecom,
OJSC N. W. Telecom, OJSC CenterTelecom, OJSC UTK, OJSC VolgaTelecom,
OJSC Uralsvyazinform, OJSC SibirTelecom, OJSC Far East Telecom or OJSC Dagsvyazinform, nor
shall there be any offer, solicitation, purchase, sale or exchange of
securities in any jurisdiction (including the United States and Japan) in which
such offer, solicitation, purchase, sale or exchange would be unlawful prior to
the registration or qualification under the laws of such jurisdiction. The
distribution of this communication may, in some countries, be restricted by law
or regulation. Accordingly, persons who come into possession of this document
should inform themselves of and observe these restrictions. To the fullest extent
permitted by applicable law, OJSC Svyazinvest and all the abovementioned
companies disclaim any responsibility or liability for the violation of such
restrictions by any person.
The securities of OJSC Rostelecom
that may be issued in connection with the proposed business combination to
holders of OJSC N. W. Telecom, OJSC CenterTelecom, OJSC UTK, OJSC VolgaTelecom,
OJSC Uralsvyazinform, OJSC SibirTelecom, OJSC Far East Telecom and OJSC Dagsvyazinform
ordinary and preferred shares (including those shares represented by American
Depositary Shares) may not be offered or sold in the United States except
pursuant to an effective registration statement under the United States
Securities Act of 1933, as amended, or pursuant to a valid exemption from
registration.
In connection with the
proposed transactions, the required information document will be filed with,
and certified by the Russian Federal Service for the Financial Markets
(FSFM) and to the extent that OJSC Rostelecom
is required or otherwise decides to register the issuance of shares by OJSC Rostelecom
in connection with the business combination in the United States, OJSC Rostelecom
may file with the United States Securities and Exchange Commission (SEC) a
registration statement on form F-4, which will include a prospectus.
Investors are strongly advised to read the information
document filed with the
FSFM
, the registration statement and the
prospectus, if and when available, and any other relevant documents filed with
the SEC and/or the FSFM, as well
as any amendments and supplements to those documents, because they will contain
important information.
If and when filed, investors may obtain free
copies of the registration statement, the prospectus as well as other relevant
documents filed with the SEC, at the SECs web site at www.sec.gov and will
receive information at an appropriate time on how to obtain these
transaction-related documents for free from OJSC Rostelecom or its duly
designated agent. Investors and holders of OJSC N. W. Telecom, OJSC CenterTelecom,
OJSC UTK, OJSC VolgaTelecom, OJSC Uralsvyazinform, OJSC SibirTelecom,
OJSC Far East Telecom or OJSC Dagsvyazinform securities may obtain free
copies of documents filed with the FSFM directly from OJSC Rostelecom on its
web site at www.rt.ru/en/index.php.
Disclaimer
Regarding Forward-Looking Statements
This
communication contains forward-looking information and statements about OJSC Svyazinvest,
OJSC Rostelecom, OJSC N. W. Telecom, OJSC CenterTelecom, OJSC UTK, OJSC
VolgaTelecom, OJSC Uralsvyazinform, OJSC SibirTelecom, OJSC Far East
Telecom, OJSC Dagsvyazinform and their combined business after completion of
the proposed transactions. Forward-looking statements are statements that are
not historical facts. These statements include financial projections,
synergies, cost-savings and estimates and their underlying assumptions,
statements regarding plans, objectives, savings, expectations and benefits from
the transaction and expectations with respect to future operations, products
and services, and statements regarding future
performance.
Forward-looking statements are generally identified by the words expect, anticipates,
believes, intends, estimates and similar expressions. Although the
management of OJSC Svyazinvest believes that the expectations reflected in
such forward-looking statements are reasonable, investors and holders of OJSC Rostelecom,
OJSC N. W. Telecom, OJSC CenterTelecom,
OJSC UTK, OJSC VolgaTelecom, OJSC Uralsvyazinform, OJSC SibirTelecom,
OJSC Far East Telecom and OJSC Dagsvyazinform ordinary shares are cautioned
that forward-looking information and statements are not guarantees of future
performances and are subject to various risks and uncertainties, many of which
are difficult to predict and generally beyond the control of OJSC Svyazinvest,
that could cause actual results, developments, synergies, savings and benefits
from the proposed transactions to differ materially from those expressed in, or
implied or projected by, the forward-looking information and statements. These
risks and uncertainties include those discussed or identified, or that will be
discussed or identified, in any public filings with the FSFM made by OJSC Rostelecom,
including those listed under Risk Factors in the most recent Annual
Report on Form 20-F filed by OJSC Rostelecom. Investors and holders of
OJSC Rostelecom, OJSC N. W. Telecom, OJSC CenterTelecom, OJSC UTK, OJSC
VolgaTelecom, OJSC Uralsvyazinform, OJSC SibirTelecom, OJSC Far East
Telecom or OJSC Dagsvyazinform securities should consider that the
occurrence of some or all of these risks may have a material adverse effect on
OJSC Rostelecom, OJSC N. W. Telecom, OJSC CenterTelecom, OJSC UTK, OJSC
VolgaTelecom, OJSC Uralsvyazinform, OJSC SibirTelecom, OJSC Far East
Telecom and OJSC Dagsvyazinform.
Moscow,
30.11.2009
STEERING COMMITTEE TO GUIDE SVYAZINVEST REORGANIZATION
PROCESS IS SET UP
The reorganization of Svyazinvest
has been launched in earnest in practical terms. The holdings General Director
Yevgeny Yurchenko signed an order establishing a Steering Committee to direct
the entire reorganization process.
The Steering Committee membership includes First Deputy
General Director Alexander Provotorov, as well as Deputy General Directors
Mikhail Leshchenko, Alexey Lokotkov, Victor Savchenko, Elena Umnova, Nadezhda
Filippova. General Director Yevgeny Yurchenko is in charge of the Steering
Committee.
The Steering Committee will be the key decision-making
body in the course of the integration process of companies-members of
Svyazinvest Group. The Steering Committee key terms of reference include
coordination within the framework of the Group of all legal and organizational
matters to ensure consistent and robust progress of the reform. The Committee
shall approve the general scope of work and budget under the reform process,
make decisions on pivotal reorganization issues and assessment of milestone
deliverables in the course of the work.
Simultaneously with establishment of the Steering
Committee a framework for managing the reorganization process of Svyazinvest
Group companies was approved. According to internal regulations of Svyazinvest,
decisions taken by the Steering Committee will be approved by the Company
Executive Board if required. A working group comprising various experts from
strategy, economics and finance, personnel management and legal departments
will be the think-tank for methodology support and coordination of projects
related to the integration process. The Working Group is designed for
development of plans, allocation of resources, monitoring the outcome of
project implementation, as well as for preparing resolutions to be passed by
the Steering Committee.
The approved framework is expected to start full swing
operations within three months.
The reorganization of Svyazinvest Group of companies
will be effected by merging the Inter-regional telecommunications Companies
(IRCs) into OJSC Rostelecom. Completion of Svyazinvest group reorganization is
expected in spring 2011.
About Svyazinvest Group:
Svyazinvest Group of companies is Russias largest
telecommunications company and one of the largest telecom groups worldwide.
Svyazinvest major assets are seven Inter-regional fixed-line telecom operating
companies (OJSC CenterTelecom, OJSC North-West Telecom, OJSC VolgaTelecom, OJSC
Southern Telecommunications Company, OJSC Uralsvyazinform, OJSC SibirTelecom,
OJSC Dalsvyaz), Russias national long-distance carrier OJSC Rostelecom, OJSC
Central Telegraph and leading Russian telecommunications design institute OJSC
Giprosvyaz.
The Inter-regional Companies members of Svyazinvest
Group own over 80% of the telecommunications infrastructure in the Russian
Federation and are public network operators with installed switching capacity
over 32.5 million telephone numbers, serving over 90% of Russias population.
Svyazinvest Group companies possess licenses for offering local, domestic
long-distance and international telephone services, data, Internet access,
mobile and wireless subscriber access services.
Svyazinvest authorized capital totals over 19.5
billion rubles and consists of 19,518,337,220 ordinary shares, 1 ruble each at
par. The Russian Federation (the state) represented by the Federal Agency for
Federal Property Management is Svyazinvest majority shareholder (owning 75% of
shares minus 1 share). The rest of the authorized capital (25% plus 1 share) is
divided between OJSC Comstar-UnitedTeleSystems (17.31% plus 1 share) and MGTS
Finance SA (7.69%).
Contact for Mass Media:
External Communications Department, OJSC Svyazinvest
38
Prechistenka Street, Moscow, 119121, Russia
Phone:
+7 (495) 727-04-73, fax: +7 (495) 727-04-75
pr@svyazinvest.ru
www.svyazinvest.ru
Ojsc Rostelecom (NYSE:ROS)
Historical Stock Chart
From May 2024 to Jun 2024
Ojsc Rostelecom (NYSE:ROS)
Historical Stock Chart
From Jun 2023 to Jun 2024