Chadbourne & Parke represented Golden Telecom, Inc., a Nasdaq-listed Russian-based telecom company, in a share exchange agreement with affiliates of the Norwegian national operator, Telenor. Under the deal, Golden Telecom will acquire 100 percent of the shares of OAO Comincom including its wholly-owned subsidiary, OAO Combellga, the third largest alternative operator in Russia, in exchange for 19.5 percent of Golden Telecom post-closing.
The transaction, signed on Tuesday, will be subject to approval by the appropriate regulatory bodies in the United States and Russia. It is also subject to financial performance covenants for both parties and the approval of Golden Telecom’s shareholders and Telenor’s Board of Directors. It is expected that the transaction will close before the end of 2003.
Working on the deal for Chadbourne & Parke were Laura Brank, managing partner of Chadbourne’s Moscow office; Matt Arledge, Konstantin Konstantinov, Evgeniya Korotkova and Olga Titenko, associates in Moscow; and William Greason, managing partner of the London office.
Based on current stock prices, the deal is valued at about US $200 million.
As part of the transaction, Telenor, Golden Telecom and the prospective controlling shareholders of Golden Telecom, Inc. have executed a Shareholder Agreement and a Standstill Agreement that will enter into effect on the closure of the transaction. At closing, the controlling shareholders will be Alfa Telecom Limited, Telenor, OAO Rostelecom, Capital International Global Emerging Markets Private Equity Fund L.P., and funds advised by Baring Vostok Capital Partners Limited.