March 26, 2012 / 8:51 AM / 5 years ago

UPDATE 2-Deripaska ready to buy RUSAL's Norilsk stake-source

* Deripaska reported to be willing to pay $9 bln

* Minorities likely to be sceptical

* Unclear how Deripaska could finance deal

By Polina Devitt and Douglas Busvine

MOSCOW, March 26 (Reuters) - Russian tycoon Oleg Deripaska is ready to buy RUSAL's 25 percent blocking stake in Norilsk Nickel to resolve a shareholder dispute at the world's largest aluminium producer, a source close to the RUSAL board said on Monday.

Deripaska's gambit seeks a way out of a row with minority shareholder Viktor Vekselberg, who quit as RUSAL's chairman two weeks ago, saying the firm was in "deep crisis" and overburdened with debt.

A buyout of the stake by Deripaska, RUSAL's chief executive and largest shareholder, at a price reported to be around $9 billion, is likely to be resisted by minorities and may not be possible to finance, bankers and analysts say.

RUSAL bought the holding in Norilsk Nickel, the world's largest miner of nickel and palladium, for an estimated $14 billion at the top of the market in 2008, and the company is still carrying an $11 billion debt burden as a result.

"No official proposal has been made, but it would be the only right and beautiful way to resolve the problem," the source told Reuters on condition of anonymity.

"As a result, RUSAL's debts would fall, the company would be able to pay out dividends to shareholders, raise its share price and concentrate on its aluminium projects."

The Vedomosti business newspaper said on Monday that Deripaska was prepared to offer around $9 billion for the stake, representing a premium of around 3 percent to Norilsk's closing share price on Friday.

Vedomosti, citing four sources, said Deripaska's holding company En+ might pay $4.4 billion in cash and assume a $4.6 loan to RUSAL from state-controlled Sberbank secured against the Norilsk stake.

By paying down its debt burden, RUSAL would be freed from debt covenants, enabling it to pay out $4.4 billion in dividends to its shareholders as part of the deal.

The source said there had been no mention yet of price in talks between RUSAL's shareholders. It was not clear whether Deripaska would be able to finance a deal, but one senior banker based in Moscow was highly sceptical.

"I don't believe it for a second," the banker said.

Sberbank declined to comment.

OPENING SHOT

RUSAL's share price fell 1.9 percent in Hong Kong to HK$5.7, bringing losses since their peak last April to around 60 percent, on fears that selling the Norilsk stake at a loss would result in another major writedown.

RUSAL wrote down the stake by $1.4 billion earlier this month as a result of share buybacks by Norilsk that contributed to a 92 percent fall in its 2011 earnings.

Norilsk's shares were up 0.7 percent at 5,399 roubles in Moscow by 1140 GMT on Monday.

Deripaska vetoed three proposals from Norilsk to buy back the stake held by RUSAL for as much as $13 billion over the past year or so, and minorities are not likely to accept a much lower price, analysts said.

But, they added, it was possible that negotiations between shareholders might progress if Deripaska were prepared to raise his offer.

"RUSAL minority shareholders are unlikely to accept the transaction at a price that offers no premium to the market and no premium for control," Alfa Bank's metals and mining analyst Barry Ehrlich commented in a note.

"However, we view the news as positive, given that the transaction price could potentially be improved."

Brokerage Troika Dialog noted that representatives from RUSAL and En+ would not be able to take part in any board decision to sell the Norilsk stake to Deripaska, meaning a deal would require unanimous support from minority investors.

"On balance the sale of the stake under the proposed terms would be transformational for RUSAL and it appears to be the only solution to the current stalemate, so we hope it comes to pass," commented Mikhail Stiskin, analyst at Troika Dialog.

En+, through which Deripaska owns 47.4 percent in RUSAL, declined official comment. A representative for Vekselberg, who with partner Len Blavatnik owns 15.8 percent of RUSAL, could not be reached for comment.

Onexim, the investment company of billionaire Mikhail Prokhorov that owns 17 percent of RUSAL, declined to comment.

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