UPDATE 3-Vimpelcom seeking new terms for Orascom, Wind deal

Tue Dec 21, 2010 7:16am EST

* Says CEO to renegotiate terms with Naguib Sawiris

* Board approved proposal, but Telenor's backing needed

* Sawiris will consider changes to shareholder agreement

* Says deal will not change in terms of value

* Uncertainty over Djezzy remains an issue

(Releads, adds Sawiris, Altimo, analyst comments, shares)

By Maria Kiselyova and Alexander Dziadosz

MOSCOW/CAIRO, Dec 21 (Reuters) - Vimpelcom VIP.N wants to renegotiate a $6.6 billion bid for control of telecoms assets owned by Egyptian businessman Naguib Sawiris, who said he would consider changes to the shareholder structure but not the value.

New terms could be the only way the Russian mobile phone company can save the deal for Orascom Telecom ORTE.CA and Italian operator Wind after Norwegian shareholder Telenor (TEL.OL) refused to give its support. [ID:nOSN004901]

Amsterdam-headquartered Vimpelcom said it would send chief executive Alexander Izosimov to negotiate further with Sawiris and his Weather vehicle about a new set of terms, which the Orascom owner said he would review.

"The deal will not change in value or conditions. The only condition that will change is specific to the shareholders' agreement," Sawiris told Al Arabiya television on Tuesday.

He added that he could receive a new offer this week.

While Telenor did not elaborate on its objection on Tuesday, analysts have said the firm objects to undisclosed requests by Sawiris to have more board members and better rights than his 20 percent stake in the combined company would allow.

Investors have also questioned the price tag due to uncertainty over the future ownership of Orascom's lucrative Algerian unit Djezzy -- which the Algerian government wants to nationalise.

SOME CORRECTIONS

Alexei Reznikovich, Chief Executive of Vimpelcom's biggest shareholder Altimo, told Reuters earlier this month that the shareholder structure was still being discussed.

"I think Weather will have rights (in the united company) proportional to the other big shareholders. There certainly should be some corrections ... it is currently subject to negotiations," he said in an interview.

Vimpelcom shareholder rights are a particularly sensitive issue given they require changes to a shareholder agreement signed between Telenor and Russia's Alfa Group-owned Altimo that ended a bitter five year long shareholder battle.

"The biggest issue is control. Easing the rules of the shareholder agreement would not be in the interests of Telenor ... This could be a final negotiating tactic for Sawiris to drop his demands," Nomura analyst Jean Kaplan told Reuters.

He added that he still backed the deal to go through -- partly due to the weak position of the debt-saddled Sawiris.

"Given the debt maturing profile of Orascom and its issues taking money out of Algeria, Sawiris is not in the best negotiating position," Kaplan said.

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For M&A graphics suite see r.reuters.com/kyb46q

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LONG NEGOTIATION

Meanwhile VTB analyst Viktor Klimovich said the Algerian question continues to hang over the Vimpelcom-Orascom deal and may yet have an influence on the final offer.

"The price of the deal is likely to be reconsidered in light of the worsening situation in Algeria," he said.

"We would not be surprised if there were to be a long negotiation process ... potentially up until the final decision on the nationalisation price which might not be available before the second quarter of next year."

Algeria has shown no sign of abandoning moves to nationalise Djezzy, Orascom's top revenue generator, and has sought advisers to kick-start the valuation process. [ID:nLDE6AN1PS]

Vimpelcom shares closed up 2.7 percent in New York on Monday on hopes it will not overpay as it tries to expand to complement its maturing core markets in the former Soviet Union.

Orascom shares were up 1.9 percent at 1058 GMT on Tuesday, having fallen 1.2 percent on Monday.

Vimpelcom said on Monday six of its nine directors voted in favour of the Orascom/Wind transaction, with Telenor's nominated directors voting against. No agreement was reached on a shareholder-related agreement that was a condition of the deal. (Additional reporting by Wojciech Moskwa in Oslo and John Bowker in Moscow; Writing by John Bowker; Editing by David Cowell and Jon Loades-Carter)

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