MOSCOW, June 25 (Reuters) – The boards of Russia’s top mobile operator MTS (MBT.N) and its Comstar (CMSTq.L) fixed line unit on Friday recommended a merger between the two in an up to $1.03 billion bid to cut costs and offer more services.
MTS, which currently holds 62 percent in Comstar, has offered to buy another 9 percent from minority shareholders at 220 roubles ($7.08) per share, implying an 8 percent premium from Thursday’s close of $6.55 in the London-listed GDRs.
Those who do not take up the offer will then be able to swap each of their shares in Comstar for 0.825 of a shares in MTS, the two companies said in a joint statement.
Shares in MTS (MTSI.MM) were up 2.3 percent at 241.94 roubles and shares in Comstar (CMST.MM) were up 2 percent by 0800 GMT, outperforming a flat broad market index MICEX .
The deal — which will create the largest integrated telecommunications provider in Russia and the CIS — is expected to be completed in the second quarter of 2011.
The parameters were in line with figures reported earlier by Kommersant business daily. [ID:nLDE65O03J]
Any MTS or Comstar shareholders who vote against the deal will be able to sell their shares back to the company concerned, at 245.19 and 212.85 roubles respectively, as per Russian law.
“In the event of full election of the cash alternatives, through the VTO and the sale of shares back to Comstar, the implied transaction value could be up to $1,030 million,” the statement said.
“The merger will enable the full integration of the Comstar and MTS customer bases and the provision of bundled service offerings across Russia, which we believe will further enhance our combined competitive position,” MTS Chief Executive Mikhail Shamolin said in a statement.
“In particular, the merger is expected to streamline common business processes and further optimise operating and capital expenditure.”
Analysts at Troika reiterated their “buy” recommendation on both stocks, saying the deal would be “value accretive”. (Reporting by Dmitry Sergeyev and Toni Vorobyova; Editing by David Holmes) ($1=31.06 Rouble)