After months of negotiations, Weather Investments and VimpelCom will create the world's fifth largest mobile operator, Ahmed Kotb reports Under the $6.6 billion deal the Russian mobile company VimpelCom will own, through Weather, 51.7 per cent of Orascom Telecom Holding Telecom and 100 per cent of Wind Telecomunicazioni and "will seek a deal with Algeria to keep Orascom's Djezzy unit," according to a statement released by the two parties. "The row over Djezzy was the main reason that pushed OT to pursue the deal," said Egyptian business tycoon Naguib Sawiris, owner of Weather Investments, in a press conference held on Tuesday, adding that merging with a large entity like VimpelCom would protect his companies' interests in Algeria. The row over Djezzy was stirred after a dramatic match between Egypt and Algeria in a World Cup qualifier last November and led the Algerian government to impose back taxes on Djezzy, which is supposed to be exempted from taxes. The fate of the Algerian unit Djezzy, OT's biggest single source of revenue, has yet to be decided, according to what VimpelCom's Chief Executive Alexander Izosimov told Reuters. "We had to accept that risk [around Djezzy]. But we are absolutely open to a deal with the Algerian government and propose to them to resolve it somehow amicably. We believe it will be a fair process and we will find a solution," Izosimov said in an interview in Amsterdam. Izosimov later said on a conference call that it was a "highly unlikely scenario" that VimpelCom would lose Djezzy to an Algerian government that wants to nationalise it. Izosimov was supposed to travel this week to Algeria as part of a delegation led by Russia's President Dmitri Medvedev. While Orascom's operations in Egypt and North Korea are included in the deal, the assets will be demerged in the third quarter of 2011, VimpelCom said. Wind's Greek unit is not included in the deal. The Orascom Telecom assets intended to be demerged post-closing include the 34.7 stake in the Egyptian Company for Mobile Services (ECMS) which held 20 per cent directly and 14.7 per cent indirectly via MobiNil Telecommunications plus the 75 per cent stake in Koryolink in North Korea and certain sub-sea cable and Internet portal operations. "Rights of holders of the minority interests in OT will be protected" said Sawiris in the press conference which was held a few hours after Egypt's financial regulator EFSA said OT must respect minority rights and disclose details of the company's valuation before splitting off its Egyptian activities under the tie-up with VimpelCom. The deal would help Orascom to become a player in the one of the world's top five telecommunications companies, a goal Sawiris has talked about since 2006. Orascom Telecom (OT) is one of the leading regional mobile operators and amongst the largest in the Middle East & Africa (MEA). ORTE's GSM networks cover 11 countries with a total population of around 530 million, including Egypt, Pakistan, Algeria, Tunisia, Bangladesh and North Korea. The value of the deal will be paid both via share swap and cash. Weather shareholders will contribute to VimpelCom their shares in Weather in exchange for 325,639,827 newly issued VimpelCom common shares in addition to $1.8 billion in cash and certain assets that will be demerged from Orascom Telecom and from Wind Italy. The merger of VimpelCom and Weather Investments will produce a company worth around $23 billion and with 174 million mobile subscribers. The new ownership and voting rights structure in VimpelCom, according to an analyst interviewed by Reuters, marks a shift, taking Sawiris out of the driver's seat with a non-controlling stake. Sawiris will represent Weather in the new entity's board. "People like me need to start thinking, 'I cannot keep controlling my company. I need to cede control in exchange for shared control'," Sawiris told Abu Dhabi's The National in March.
