Three of Telenor's nominees to the Board of Directors of VimpelCom and VimpelCom itself have been named as defendants in a lawsuit brought by Eco Telecom Limited, a subsidiary of the Alfa Group Consortium. The suit is the fourth in a series of lawsuits aimed at undermining the corporate governance of Russia's second-largest mobile operator.
On Thursday of last week, Telenor obtained a copy of a lawsuit filed by Eco Telecom on May 16 in the Moscow Arbitrazh Court and naming Arve Johansen, Henrik Torgersen, Jo Lunder and VimpelCom as defendants. Messrs. Johansen, Torgersen and Lunder were all nominated to the Board of Directors of VimpelCom by Telenor East Invest, the Telenor subsidiary that owns 26.6% of VimpelCom’s voting shares. Mr. Lunder, who is the CEO of Ementor ASA, currently serves as VimpelCom’s Chairman of the Board and is a former CEO of VimpelCom.
Eco Telecom’s claim seeks, among other things, to reverse the outcome of a vote taken by VimpelCom’s Board of Directors on April 22 which resulted in the Board failing to approve the proposed acquisition by VimpelCom of ZAO Ukrainian Radio Systems (trade-named WellCom) by the requisite majority set out in VimpelCom’s charter. Eco Telecom has also requested that, in connection with such acquisition, the court treat the quorum and super-majority provisions of VimpelCom’s charter as inapplicable. Eco Telecom’s claim was accepted by the court on May 17, and a preliminary hearing date has been set for June 14.
“In bringing this most recent lawsuit, Alfa is finally openly revealing that it is trying to undermine VimpelCom’s charter and corporate governance,” said Telenor chief press spokesman, Dag Melgaard. “We will not be deterred by these continued attacks, and will vigorously defend VimpelCom’s charter and the interests of both Telenor’s shareholders and VimpelCom’s minority shareholders. We believe that there are no legitimate grounds for Alfa’s suit, and that the Russian courts will support us in that view.”
Chief Press Spokesman, Telenor ASA, Dag Melgaard, Tel (+47) 901 92 000