EX-99.(A)(5)(C) 2 dex99a5c.htm PRESENTATION OF VIMPELCOM'S MANAGEMENT TO THE SHAREHOLDERS Presentation of VimpelCom's management to the shareholders
The creation of Russia’s
leading integrated
telecoms company
28 January 2008
Exhibit (A)(5)(C)


28 January 2008
2
Disclaimer
This presentation is provided for informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell any shares of Golden Telecom common stock. The solicitation and
the offer to buy shares of Golden Telecom common stock is being made pursuant to a tender offer
statement on Schedule TO (including an offer to purchase, a letter of transmittal and related
materials) that Lillian Acquisition, Inc., an indirect subsidiary of VimpelCom, filed with the U.S.
Securities and Exchange Commission ( “SEC”) on January 18th, 2008. Golden Telecom also filed a
solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender
offer. Investors and Golden Telecom stockholders are urged to read both the tender offer statement
and the solicitation/recommendation statement because they contain important information.
Investors and security holders may obtain a free copy of these statements and other documents
filed
by
VimpelCom,
Lillian
Acquisition
Inc.,
Golden
Telecom
and
their
affiliates
with
the
SEC
at
the
website maintained by the SEC at www.sec.gov. In addition, the tender offer statement (including
the offer to purchase, letter of transmittal and related materials) may be obtained for free at
VimpelCom’s website at www.vimpelcom.com
or by directing such requests to VimpelCom (Investor
Relations) at +7 (495) 910-5977, investor_relations@vimpelcom.com, or by calling D.F. King & Co.
Inc., the information agent for the offer toll-free at +1 (800) 431-9633 (for stockholders) or collect
at +1 (212) 269-5550 (for banks and brokers). The solicitation/recommendation statement may be
obtained
by
directing
such
requests
to
Golden
Telecom
(Investor
Relations)
at
+
7
(495)
797-9300,
ir@gldn.net.


28 January 2008
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Forward-looking statements
This presentation includes certain forward-looking statements. Such statements include those
concerning the potential acquisition of all of the outstanding shares of Golden Telecom by a
subsidiary of VimpelCom, VimpelCom’s intention to integrate Golden Telecom into the VimpelCom
business and the intended synergies and other benefits to VimpelCom from the transaction
described herein. These statements are based on VimpelCom management’s best assessment of
each of its and Golden Telecom’s strategic and financial position and on future market conditions
and trends. These statements involve risks and uncertainties including, without limitation, the
possibility that the parties are not able to consummate the transaction. Certain factors could affect
the
outcome
of
the
matters
described
in
this
presentation.
These
factors
include,
but
are
not
limited
to: (1) the occurrence of any event, change or other circumstances that could give rise to the
termination of the merger agreement; (2) the inability to complete the offer or complete the merger
due to the failure to satisfy conditions required to complete the offer and the merger; (3) the failure
to obtain the necessary debt financing arrangements set forth in
commitment letters received in
connection with the offer and the merger; (4) difficulties in integrating Golden Telecom into
VimpelCom’s business, leading to greater costs and lower integration benefits than anticipated; (5)
regulatory conditions being imposed in connection with the acquisition of Golden Telecom; (6) the
impact of actions taken by competitors, regulatory authorities and taxing authorities; (7) the impact
of any failure by third parties to supply materials, equipment or services; and (8) changes in
general
political
and
economic
conditions
in
Russia
and
the
CIS.
Additional
information
concerning
factors
that
could
cause
results
to
differ
materially
from
those
in
the
forward-looking
statements
is
contained in VimpelCom’s public filings with the SEC, including VimpelCom’s annual report on Form
20-F for the year ended December 31, 2006, and in Golden Telecom’s filings with the SEC, including
Golden Telecom’s quarterly reports on Form 10-Q and Golden Telecom’s annual report on Form 10-
K for the year ended December 31, 2006.


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A perfect fit
Customer
focus
Product
focus
Geography
Enable customer growth in both corporate
and residential sectors
Create cross-selling opportunities
Bundling opportunities anticipated
Significant cost synergies and investment
savings expected
Introduce convergent products
Overlapping geographies allow for creation
of the leading pan-CIS integrated operator
Enhance VimpelCom operations in Ukraine
Residential
Corporate
Mobile
voice
and data
Fixed voice
and data
Internet
DVBT
Russia,
CIS
Russia,
CIS
Infrastructure
Scale synergies from combining networks
Enhance Golden Telecom’s wholesale
operations
Generate additional revenues from FTTB
local access network
Transport
network
Access


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Golden Telecom—a high quality asset
Fixed-line market growth
(nominal revenues US$bn)
Golden Telecom position
13.2
25-26
~4.5
~4.0
~4.5
0
5
10
15
20
25
30
2007
2010
Incremental demand
(~65% of growth)
‘Business
as usual’
No. 1 alternative carrier for corporates in Moscow
and St. Petersburg
Rapidly expanding into Russian regions
33% of revenues from regions in 2007
Leading broadband provider in Russia and CIS
4.5 million households covered
448,000 subscribers
Triple 65 project in Russia and Ukraine
25% market share in long distance telephony
State-of-the-art network
The largest zonal network covering 24 regions
FTTB access network
1
2
3
4
5
Revenue growth in the mid-30s (%)
EBITDA growth in the mid-40s (%)
20% capex/revenues 2007-08
Source: J’Son and Partners, Renaissance Capital
2008
guidance¹
Additional
regional and
corporate
services
Additional
residential
broadband
1
Golden Telecom 3Q 2007 investor presentation


28 January 2008
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247
0
50
100
150
200
250
300
2006
Golden Telecom at a glance
Revenue breakdown 3Q 2007
Key financials (US$m)
54%
37%
2%
7%
Carrier
Business
Mobile
Consumer
Internet
Source: Golden Telecom 3Q 07 results
Source:
Golden Telecom 3Q 07 results
Notes:
EBITDA pre-Equity Based Compensation
2006
data
not
pro
forma
for
Corbina
Telecom
33%
67%
Regions
Moscow
93
65
0
50
100
150
200
3Q 06
3Q 07
855
0
200
400
600
800
1000
2006
350
229
0
100
200
300
400
500
600
3Q 06
3Q 07
Revenues
EBITDA
Growth 53%
year-on-year
Growth 42%
year-on-year


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Synergies
Cross-selling and bundling of
convergent products
VimpelCom to leverage Golden
Telecom’s access to Russian
corporates
Combined entity to market
Golden Telecom’s residential
broadband products using
VimpelCom’s sales channels
FMC in the corporate sector
Sale of spare capacity to third
party carriers
CIS co-operation: Ukraine, 
Kazakhstan, Uzbekistan, Armenia
Estimated opex and capex synergies
Additional potential revenue upside
Joint network
development
Procurement
savings
Channel
leasing
Local loops (FTTB)
Traffic
termination
Source: VimpelCom analysis
Approx. NPV of US$474 million
8%
14%
21%
34%
23%
Opex
Capex


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Integration plan
Sales and support
Network operations
Corporate centre
Sales and support
Network operations
Corporate centre


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Transaction overview
Key terms
All cash tender offer by VimpelCom acquisition subsidiary for 100% of
shares outstanding, followed by second-step merger
US$105
per Golden Telecom share, implying fully-diluted equity value of
approx. US$4.3 billion
Timeline
18 January: tender offer launched
18 January –
15 February: tender offer period, subject to extension by
VimpelCom
if certain conditions are not satisfied or waived
Following completion of the tender offer, effect short-form merger if acquisition
subsidiary owns 90% or more Golden Telecom shares (including any
purchased
by exercise of a top-up option); otherwise, effect long-form merger
Financing
Consideration financed from existing cash balances and new banking
facilities pursuant to a commitment letter from a group of lenders
Additional
considerations
Approved by the Special Independent Committees and the Boards of
Directors of each of Golden Telecom and VimpelCom
Subject to 63.3% minimum tender condition
Also subject to regulatory approvals, consent of Golden Telecom’s lenders
and customary closing conditions; no financing conditions


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VimpelCom and Golden Telecom
VimpelCom¹
Golden Telecom
Market cap.
US$34.0 billion²
Enterprise value
US$35.7 billion²
Market cap.
US$4.3 billion³
Enterprise value
US$4.4 billion
1
Percentage indicate share of total voting shares
2
At the ADR closing price of US$33.18 as of January 25, 2008
3
Fully-diluted market capitalisation at offer price of US$105
Sources: company data, Datastream
Telenor
29.9%
Altimo
44.0%
Free float
24.4%
VimpelCom
Golden Telecom
Telenor
18.3%
Altimo
26.6%
Rostelecom
11.0%
Other
1.7%
Inure
7.9%
Free float
36.2%


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Summary
A compelling, transformational transaction for VimpelCom’s
shareholders which creates the first truly integrated
telecommunications operator across Russia and the CIS
Enhances growth profile by combining strong mobile presence
with leading fixed-line operator
Creation of additional value through anticipated exploitation of
synergies
1
2
3


28 January 2008
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