The Company Telecominvest, controlled by Alisher Usmanov (its structures own 31,1% in MegaFon), has challenged in court a deal of pooling the Russian telecommunication assets of Alfa-Group (it owns 25.1% in MegaFon" and 4 , 99% in Turkcell) and the Swedish-Finnish TeliaSonera (43,8% and 37% respectively). As a result of pooling MegaFon will come under control of the foreign state-owned company which fails to satisfy the Russian legislation, Telekominvest claims.
On April 6 Telekominvest filed a claim in the Moscow Arbitration Court to a number of structures of Alfa Group and TeliaSonera to "invalidate the deal on pooling. MegaFon and the Federal Antimonopoly Service (FAS) have been involved as a third party.
"If the deal goes through, the control over Megafon, in fact, will go to TeliaSonera, which belongs to the Governments of Sweden and Finland on 51%. But, according to law" On foreign investments in Russia, "a foreign state company can not have control over a Russian strategic enterprise", CEO of Telecominvest Ivan Streshinsky said. According to him, during the last few months Telekominvest has been trying to convince other shareholders of MegaFon" to refuse the deal, but "the opportunity for amicable resolution of the conflict have been exhausted."
The owners of OAO “Telecominvest” are "AF Telecom” by Alisher Usmanov (73.9%) and TeliaSonera (26.1%). Telecominvest owns 31% of MegaFon. Another 35.6% of the operator are owned by TeliaSonera directly (total share – 43.8%), 25.1% -by Alfa-group and 8% -by "AF Telecom” (common share - 31,1%).
In November 2009, Alfa Group and TeliaSonera announced about the signing of a binding agreement on shares pooling in MegaFon and Turkcell (TeliaSonera - 37% of the Turkish operator, Alfa Group – 4.99%) into a new company. The agreement implies that the new company will be registered in one of the Western countries, and its stock will be traded on the NYSE. The distribution of shares was not specified in the document, however, the representatives of Altimo (manages the telecommunications assets of Alfa Group) and TeliaSonera said that if the deal was joined by the third shareholder of MegaFon, then Russian investors and TeliaSonera would have approximately equal shares and influence in the new company. But Telekominvest claimed immediately that the transaction failed to satisfy the national interests of Russia and MegaFon had no interest in it. In his opinion, it would be better for "MegaFon" to get consolidated with the state holdings "Svyazinvest".
Yesterday Turkcell capitalization on the NYSE was $ 14 billion. Head of the market analysis department in Gazprombank Andrey Bogdanov assesses the current value of "MegaFon" at $ 18-20 billion. Therefore, Altimo might receive 29% in the pooled company, and TeliaSonera - 71%.
In Russian law there is a direct prohibition to of foreign states acquiring a controlling stock in any strategic Russian company; it also applies to the acquisition of controlling stock through a legal entity, according to the partner of the law firm Goltsblat BLP, Anton Sitnikov. "But in order to make the deal of Alfa Group and TeliaSonera be subject of the law, Telecominvest has to prove that the transaction will cede the control over MegaFon to the Swedish and Finnish governments", he argues, “however, that it is not clear how the court will consider the subject of the transaction, given that it had not yet taken place.
Mr. Streshinsky assures that the conflict between the shareholders of the operator will have no impact on its operations. At the same time, the problem of paying the first-ever consolidated dividend by MegaFon has been set aside indefinitely. "We do not intend to sponsor a joint venture of Alfa Group and TeliaSonera", Mr. Streshinsky says.