* Billionaire Usmanov gets majority control
* MegaFon to pay $5.15 bln dividend to all shareholders
* Fridman's Altimo exits, TeliaSonera to cut stake to 25 pct
+ 1 shr
* TeliaSonera gets x18 return on original investment
* MegaFon to seek float stake of up to 20 pct on LSE
* TeliaSonera, MegaFon to sell 10.6 and 9.4 pct respectively
By Niklas Pollard and Maria Kiselyova
STOCKHOLM/MOSCOW, April 24 Shareholders in
Russian mobile phone firm MegaFon have agreed a deal
that gives control to the country's richest man, Alisher
Usmanov, and nets a $3.25 billion payout for Nordic telecoms
firm Teliasonera, over 18 times its original
Tuesday's deal ends a shareholder dispute over distribution
of the group's cash with an agreement to pay out a $5.15 billion
dividend to all shareholders, and sees the exit from the
business of another wealthy Russian shareholder, Mikhail
Fridman will sell his 25.1 percent stake for $5.2 billion,
with 10.7 percent going to Usmanov and the rest back to the
Teliasonera will sell 8.2 percent of its 43.8 percent stake
to Usmanov for $1.45 billion, and plans to reduce its holding
further under MegaFon's plan to launch an IPO in London.
"I'm extremely pleased with this deal," Teliasonera CEO Lars
Nyberg said. "It resolves a long-term issue -- that we've never
seen a dime from MegaFon." Teliasonera shares climbed 8 percent
on the news.
As a result of Tuesday's deal, Usmanov will raise his
ownership in MegaFon to 50 percent plus one share, Teliasonera
will own 35.6 percent and MegaFon will hold 14.4 percent in
In a second stage, Teliasonera will reduce its stake to 25
percent plus one share through an initial public offering of up
to 20 percent of MegaFon - which would include the sale of
treasury stock - that sources said could raise $4 billion.
Teliasonera said the dividend and stake sale would yield a
"fantastic" return on Teliasonera's original investment in
MegaFon of 1.2 billion crowns ($177 million), with proceeds to
mainly be used to pay down debt. The dividend and payment for
its stake are worth a total 22 billion crowns ($3.25 billion).
Teliasonera would not be liable to any capital gains tax on
either its stake sale or the planned IPO, it said.
The deal solves a long-running strategy dispute between the
three owners in MegaFon which has meant that the cash-rich
company has never paid dividends, and will position it for the
rollout of next-generation 4G mobile services in Russia.
Reuters reported last week that MegaFon had borrowed $4.5
billion to help finance a buyout of Fridman's 25.1 percent
stake, bringing the operator closer to a possible London IPO of
a 20 percent stake later this year.
The statement said Fridman's company, Altimo, will exit from
MegaFon and sell its 25.1 percent ownership in two parts: 14.4
percent to a subsidiary of MegaFon for $2.16 billion while the
remaining 10.7 percent will be sold to Usmanov's AF Telecom for
TeliaSonera said the shareholders had agreed to work towards
an IPO of MegaFon, including a listing on the London Stock
Exchange, "as soon as practically possible".
That would involve up to 20 percent of MegaFon's shares
being publicly traded, of which TeliaSonera and MegaFon will
contribute up to 10.6 percent and 9.4 percent, respectively.
It gave no details of the equity valuation the shareholders
eyed, but according to Reuters sources, the IPO would value
MegaFon at $20 billion - a premium to rivals MTS and
Vimpelcom - implying gross proceeds of some $4 billion.
TeliaSonera also has an option to sell 10.6 percent of its
shares in MegaFon to Usmanov if MegaFon fails to do an IPO by
the end of 2014, based on fair market value.
MegaFon will retain 5 percent of its stock in treasury with
a view to possible merger activity, with market attention
focused on a possible deal with Scartel, which already operates
4G services in Russia under the Yota brand.
TeliaSonera said it expected to receive 14 billion crowns of
its payout from MegaFon in the second quarter in dividends and a
sale of an indirect stake of 8.2 percent to Usmanov, with that
component of the deal to be paid for over four years.
It also agreed to pay $200 million to Altimo in order to
complete the deal. In total, Altimo will receive $5.2 billion
including dividends from MegaFon, the firms said.
Altimo said in the statement that it would continue to work
with TeliaSonera in resolving ownership disputes in Turkish