SEC no-action letter: VimpelCom Ltd. dual offer structure and related exemptions

Securities Exchange Act of 1934 Section 14(d)(5) Rule 14d-10(a)(1) and (a)(2) Rule 14e-5 Rule 14e-1(c) and (d) Rule 13e-3

February 5, 2010

Response of the Office of Mergers and Acquisitions Division of Corporation Finance and the Office of Trading Practices and Processing Division of Trading and Markets

RE:

Vimpelcom Ltd., Altimo Holdings & Investments Ltd. and Telenor ASA Offer for all outstanding common shares, preferred shares and American Depositary Shares Vimpel-Communications File No. TP 10-12

Via Facsimile and U.S. Mail

Lorenzo Corte Skadden, Arps, Slate, Meagher & Flom (UK) LLP 40 Bank Street Canary Wharf, London E14 5DS

Peter O'Driscoll Orrick, Herrington & Sutcliffe LLP 107 Cheapside London EC2V 6DN

Dear Messrs. Corte and O'Driscoll:

We are responding to your letter dated February 5, 2010 to Michele Anderson, Christina Chalk and Josephine Tao, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed photocopy of your correspondence. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter of February 5, 2010.

On the basis of your representations and the facts presented in your letter, the Commission hereby grants exemptions from the following provisions of the Exchange Act and rules thereunder:

Rule 14d-10(a)(1). This exemption permits the use of a dual offer structure. The U.S. Offer will be open to all holders of VimpelCom ADSs, wherever located, and to U.S. holders of VimpelCom Shares. The Russian Offer will be open to all holders of VimpelCom Shares, wherever located. We note that under Russian law, U.S. holders of VimpelCom Shares (but not ADSs) may not be excluded from the Russian Offer.

Rule 14d-10(a)(2). This exemption is necessary because of your representations that holders of VimpelCom Shares who are not "qualified investors" as that term is defined under Russian law cannot accept NewCo DRs because they are foreign securities. In granting this relief, we note in particular that there are a very limited number of holders of VimpelCom Common Shares held by persons who would not qualify as "qualified investors," and that you are not aware of any U.S. holders of VimpelCom Shares.

Rule 14e-5 under the Exchange Act. The exemptions from Rule 14e-5 permit (i) the Bidders to purchase or arrange to purchase VimpelCom Shares pursuant to the Russian Offer during the U.S. Offer; (ii) the Bidders and their affiliates to purchase or make arrangements to purchase VimpelCom Shares outside the Exchange Offer; and (iii) the affiliates of the financial advisors to the Bidders to purchase or arrange to purchase VimpelCom shares outside the Exchange Offer. The exemptions are granted on the basis of the representations in your letter and the facts presented. In addition, the exemptions are subject to the following conditions:

All conditions of Rule 14e-5(b)(11)(i through v) will be satisfied except Rule 14e-5(b)(11)(i), and all conditions of Rule 14e-5(b)(12)(i)(A through G) will be satisfied except Rule 14e-5(b)(12)(i)(B);

the Prospective Purchasers will comply with any applicable rules in Russia;

upon request of the Division of Trading and Markets, the Prospective Purchasers will disclose to it a daily time-sequenced schedule of all purchases of VimpelCom Shares made by any of them during the Exchange Offer, on a transaction-by-transaction basis, including: (a) a description of the size, broker (if any), time of execution and purchase price; and (b) if not executed on the Russian Trading System T+O Market, the exchange, quotation system or other facility through which the purchase occurred;

upon request of the Division of Trading and Markets, the Prospective Purchasers will transmit the information specified in clauses (a) and (b) of item (3) above to the Division of Trading and Markets at its offices in Washington D.C. within 30 days of its request;

the Prospective Purchasers will retain all documents and other information required to be maintained pursuant to this exemption for a period of not less than two years from the date of the termination of the Exchange Offer;

representatives of the Prospective Purchasers will be made available (in person at the offices of the Division of Trading and Markets or by telephone) to respond to inquiries of the Division of Trading and Markets relating to such records; and

except as otherwise exempted herein, the Prospective Purchasers will comply with Rule 14e-5.

Section 14(d)(5). The exemption from the withdrawal rights provisions of Section 14(d)(5) of the Exchange Act is granted to allow the Bidders to terminate withdrawal rights during the three business days (as defined in your letter) between the expiration of the U.S. Offer until and including the first business day after the expiration of the Russian Offer. This exemption is necessary because the VimpelCom Securities tendered into the U.S. and Russian Offers will be aggregated to determine whether the minimum acceptance threshold has been met.

Based on the representations in your letter dated February 5, 2010, as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 14e-1(c) under the Exchange Act. This no-action position under Rule 14e-1(c) allows Bidders to pay for VimpelCom Common Shares, including Common Shares underlying VimpelCom ADSs, tendered in the U.S. Offer within three business days (as defined in your letter) after the expiration of the Russian Offer. VimpelCom Common Shares tendered into the Russian Offer, including VimpelCom Common Shares tendered by U.S. holders who cannot be excluded from the Russian Offer, will be paid for within 15 days of each tendering holder's Share Transfer Date, consistent with Russian law and practice.

In addition, based on the representations in your letter dated February 5, 2010, as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 14e-1(d) under the Exchange Act. This no-action position permits Bidders to announce extensions of the U.S. Offer, if any, on the next business day after the expiration of the Russian Offer. We note that Bidders will announce extensions of the U.S. and Russian Offer, if any, in the same manner and will include information Bidders have with respect to acceptance in both Offers.

Based on the representations in your letter dated February 5, 2010, as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action if the Exchange Offer does not comply with the requirements of Rule 13e-3 and no Schedule 13E-3 is filed in connection with the Exchange Offer. In this regard, we note that the cash alternative offered as a feature of the Exchange Offer is required under Russian law but represents only a nominal cash value of less than a penny per VimpelCom ADS and per VimpelCom Common Shares, which is a fraction of the recent trading prices of such securities.

The foregoing exemptive and no-action relief is based solely on the representations and the facts presented in your letter dated February 5, 2010 and does not represent a legal conclusion with respect to the applicability of the statutory or regulatory provisions of the federal securities laws. The relief is strictly limited to the application to this transaction of the statutory provisions and rules listed above. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance or the Division of Trading and Markets determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.

Your attention is directed to the anti-fraud and anti-manipulation provisions of the Exchange Act, particularly Sections 10(b) and 14(e), and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the Prospective Purchasers. The Division of Corporation Finance and the Division of Trading and Markets express no view with respect to any other questions that the Exchange Offer may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of other federal or state laws.

Sincerely,

For the Commission, By the Division of Corporation Finance and the Division of Trading and Markets pursuant to delegated authority,

Michele M. Anderson Chief Office of Mergers and Acquisitions Division of Corporation Finance

Josephine J. Tao Assistant Director Office of Trading Practices and Processing Division of Trading and Markets

Incoming Letters:

The Incoming Letters are in Acrobat format.

Incoming Letter from US Counsel

Incoming Letter from Russian Counsel

http://www.sec.gov/divisions/corpfin/cf-noaction/2010/ vimpelcom020510-sec14.htm

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Skadden, Arps, Slate, Meagber & Flom LLP
40 Bank Street
London E14 5DS
England
Orrick; Herrington & Sutdiffe LLP
Tower 42, Level 35
25 Old Broad Street
London EC2N IHQ
England
Febmarj 5, 201 0
Securities and Exchange Commission

100 F Street" NE

Washing1on. DC 20549-7553

Attention: Ms. Michelle Anderson; Chief
Ms. Christina Chalk, Senior Special Counsel
Office of Mergers and Acquisitions
Division ofCorporate Finance
Ms.. JosephipeJ. Tao, Assistant pirector

pt11ceof Tra~ing.Practicesal1d Processing

I)iyision.ofTradingandMarket?

Re: Proposed Dual Tender Offer by VimpelCom Ltd. for Common Shares; American Depositary Shares and Preferred Shares of Open JointStock Comoany·<·Vimoel-Communications" Ladies.andGeTlfletnell:
We are writing on behalf of our client, VimpelCom Ltd. ("NewCo"), a newly tbnned company organized under the laws ofBermuda, and NewCo's two shareholders, Altimo Holdings & Investments Ltd., a company organized under tlle Jaws ofthe British Virgin Islands (together with certain ofits affiliates <'Altimo"), and Telenor ASA, a company organized under the laws ofNorway (together \vith certain ofits affiliates "Telenor." and together \vith Altimo and NewCo, the "Bidders"), each ofwhom owns 50% ofthe outstan.ding share capital ofNewCo, in connection with NewCo's laUllch ofan exchange offerfor-all afthe outstanding common shares with a nominal value of 0.005 Russian rubles each (the "VimpelCom Common Shares"), preferred shares with a nominal value of0.005 Russian rubles each (the "VimpelCom Preferred Shares," and together with the VimpelCom Common Shares, the "VimpelCom Shares") and American Depositary Shares, each representing one-t\ventietl] ofone share of common stock

(the ''VimpelCom ADSs," and together "'lith the VimpelColTI Shares; the "VimpelCom Securities"), of Open Joint Stock Company "Vimpel-Communicaticins" ("VimpelCom"), a Russian telecommunications compaT1Y whose American Depositary Shcu'es are listed on the New York Stock Exchange ("NYSE"). As previously discussed with membersofthe staff(the "Staff") ofthe Securities and Exch<l.nge Commission (the "'Commission"), for the reasons described herein, the Bidders intend to structure the offer as a dual ofter comprisingan exchange ofterin the U.S. (the "U.S. Offer") and a voluntary tender offer in Russia (the "Russian Offer:' and together \vith the U.S. Offer, the "Exchange Offer"). Following tbe successful completion ofthe Exchange OtTer, Altimo and TeIenor will exchange all oftheir shares in Closed Joint Stock Company "Kyivstar G.S.M.," a Ukrainian mobile telecommunications company wholly owned by Altimo and Telenor ("Kvivstar"), for shares in NewCo. The purpose of the Exchange Offer and Kyivstar transaction is to bring ownership ofVimpelCom and Kyivstar under NewCo, cotnbining the shareholder base of VimpelCom and Kyivstar at a 3.4:1 ratio. On behalfofthe Bidders, we are hereby respectfuIly requesting (a) exemptive relief from the provisions of(i) Rule 14d-10(a)(I) under the Securities Exchange Act of 1934 (the "Exchange Act"); (ii) Rule 14d-l0(aX2) under the Exchange Act; (iii) Section I4(d)(5) ofthe Exchange Act; and (iv) Rule 14e￾5 iJnder the Exchange Act; and (b) confirimition from the Staff that it wiII not recommend enforcement action under (i) Rule 14e-l(c) under the Exchange Act; (ii) Rule 14e-1(d) under the Exchange Act; or (iii) Rule 13e-3 under the Exchange Act in connection with the Exchange Offer. NewCo w"as fanned on June 5, 2009 (as New Spring Company Ltd.; before changing its name to VimpelCom Ltd. on October 1, 20(9) as an exempted company under the Bennuda Companies Act 1981, for purposes ofthe Excha.'lge Offer. I! is jointly owned and controIJed by Altimo and TeIenor, each of which ovvns 50 ordinary voting shares ofNe'lCo. Altimo and Telenor together own 100% ofNewCo's outstanding share capital. Altirno is the holding company for the telecommunicati6ns interests ofthe Alfa Group Consortium (one ofRussia's largest privately owned financial-industrial conglomerates) and specializes hl telecominvestments in Russia, the CIS and Asia. Altimo owns 18,964,799 VimpeiCom Common Shares; which represent approximately 37.0% ofthe outstanding VimpeJCom Common Shares, and 6,426,600 VimpelCom Preferred Shares, which represent 100% ofthe outsta.'1ding VimpeiCom Preferred Shares. Ta.king into account the voting rights ofthe VimpelCom Preferred Shares, Altimo owns approxiinately 44.0% ofVimpelCom.s outstanding voting rights. Altimo als9 owns 4,647,127 shares of Kyivstar, which represents 43.5% ofKyivstar's outstanding shares. Telenor Telenor is an international telecommunications group providing telephony, data and uledia communication services,
with mobile operations in 13 markets across the European Nordic region, CentralandEastem Europe and Asia. Telenor owns 15,337,854 VimpelCom Common Shares and 38,334,500 VimpelCom ADSs, which together represent approximately 33.6% ofthe outstanding VimpelCom Common Shares, and, taking into account the voting rights ofthe VimpeICom Preferred Shar~s (aU ofwhich are owned by AItimo), approximately 29,9% ofVimpelCom's outstanding voting 2

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7 to determine the number of VimpelCom ADSs tendered into the U.S. Offer on an overnight basis, on the business day folJo,;ving expiration ofthe U.S. Offer, the ADS Depositary wiU instrJctING Bank (Eurasia) lAO (Closed Joint Stock Company), which is the custodian for the ADS Depositfu'Y (the "Custodian"), to deliver a notice ofacceptance (the "Depositarv Acceptance Notice") to Closed Joint Stock Company "The National Registry Company," which is acting as the exchange agent for the Russian Offer (the "Russian Exchang:e 6,gs:nt"), for the number ofVimpelCom Common ~hares underlying VimpelCom AJ)Ss that were tendered into the U.S. Offer, and which will be tendered into the Russian OtTer. Because ofthe time difference bet-Neen New Yotk and Moscow, the Custodian likely will not be able to process, finalize and deliver the Depositary Acceptance Notice until the third business day follovVing the expiration ofthe u.s. Offer. Unless and until the Russian Exchange Agent receives from the Custodian the Depositary Acceptance Notice, the VimpelCom Common Shares (underlying VimpelComADSstendered into the .--- -.. ,-- -. - -.-. - -. - -.: - -. . .. . . .. U.S. Ofter) will not have been tendered validly into the Russian Oner. Moreover, under Russian law, in order for VimpeiCom Common Shares to be validly tendered, the Depositary Acceptar,ce Notice must be delivered prior to expiration ofthe Russian Ofter. Ac~ordingly,the Bidders are intending to cause the accept;mce period ofthe RUSsian Offer to expire three business days following expiration ofthe acceptance period ofthe U.S. Oftt~r. In order for tendering shareholders to enable settlement and effect the transfer oftendered VimpelCom Shares to NewCo, Russian voluntary tender offer rules require that such shareholders submit, in addition to an acceptance notice, certain other ancillary documents, including aduly completed share transferorder authorizing the registrar to effect the transfer. Although the Bidders will advise the tendering shareholders to deliver these ancillary documents, including the share transfer orders, together with their acceptance notices, it is common Russian practice for these documents to be delivered after the expiration ofthe Russian Offeracceptante period. In addition, the Russian Securities Law requires NewCo to obtain contlffilation from tendering shareholders who ejected to receive Ne\iCo DRs as consideration for their VimpelCom Shares that they are able to receive NewCo DRs in accordance with Russian law, which will include confiul1ation oftheir status as "qualified investors" under Russian law.7 While Russian voluntary tender offer rules do not prescribe a minimum or a ma.'{imum number ofdays for the shareholders to submit these documents, mandatory tender offer rules proV! de for a minimum 15 day period, which in practice is often applied to voluntary tender offers (stich period. the "Contlrn1ation Period"). Each tendering shareholder may, at its discretion, enect the transfer
ofthe tendered securities to NewCo at any time during this COllfim1ation Period (each such time, a "Share Transfer Date"). The Custodian has con11r'med to the Bidders that the Custodian intends to deliver the ancillary documents and share transfer order necessary to perfect the transfer of VimpelCom COII1J1l0n Shares under!ying Under Russian la\v, investors that .u-e not "qualified investors" (as defined by Russian law) are not entitled to receive NewCo DRs in exchange fortheir tendered VimpelCom Securities because the NewCo DRs will not be admitted for placement or public circulation in the Russian Federation. The Ne\vCo DRs will not be admitted for placement (i.e., a sale to initial purchasers) or public circulation (i,e;, a public oftering) in the Russian Federation becaUSe, among other reasons, there are insufficient implementing regulations currently in place governing the admission offoreign securities (such as Ne\vCo DRs), and no practice has developed. Under the Russian Securities Law, "'qualified investors" include those entities listed in Article 51.2(2) ofdIe Russian Securities Law. and certain qualifying natural persons and legal entities recognized as qualified investors in accordance with the procedure prescribe the Russian Securities Law and the FSFM regulations. Article 51.2(2) ofthe Russian Securiti~s Law - Ie following institutions, among others, as qualified investors:
(i) brokers, dealers and managers; (ii) crea institutions; (iii)joint-stock investment funds;(iv) management companies ofinvestment funds and non-govemment pension funds; (v) insurance organi7..ations; (vi) non· governmental pension funds; and (vii) intemational organizations, includhlg the Worid Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank and the European Bank for RecoI'.5trucnon and Development. 7

VimpelCom ADSsteridered into the U.S. Offer when it delivers the Depositary Acceptance Notice to the Russian Exchange Agent (Le., prior to expiration ofthe Russian Offer). While Russian voluntary tender offer rules do not prescribe a time by \vhich payment for tendered securities is to be made, it is Russian practice tor bidders to pay consideration promptly following each Share Transfer Date, and in any event within 15 days of stich Share Transfer Date (which is the period by which payment must be made under Russian mandatOly tender oHer rules). Because the Custodian intends to deliver t.l,e ancillary documents and share transfer order necessary to perfect the transfer of VimpelComCommon Shares underlying VimpelCom ADSs tendered into the U.S. Offer when it delivers the Depositary Acceptance Notice (i.e.. priorto expiration of the Russian Offer), NewCo would pay the consideration in respect ofthose VimpelCom Common Shares promptlyfoHowing expiration of the Russian Offer, and in any event within three business days foHowing expiration ofthe Russian Offer. Payment ofthe consideration in respectofVimpelCom ADSs would occur simultaneoliSlyor, ill any case, on the same business day. VimpeICom Common Shares tendered. into the US. OfferbyU.S. holders (ifany)wilLnotbe tendered into the Russian.Off:er, and such holderswill bepaidthe consideration on the same business day asthe consideration is paidin respect oftheVimpeICom ADSs. With respect to the VimpelCom Common Shares tendered into the Russian Offer, the date for payment of consideration by NewCo wi!! vary depending on how quickly each tendering shareholder submits those ancillary documents and share transfer orders necessary to perfect the transfer of VimpelCom Common Shares to NewCo. Payment ofthe consideration cannot be made until those ariciIJary docuinents and share transfer orders are delivered in the form required by the Russian Exchange Agent. Acc()rdingly, with respect to the RussiaIl after, NewCo intendS to pay the consideration in the torm ofNewCo DRs or pay nominal cash (asthe case may be) promptly following each Sh<:JeTransfer Date; a11d in any event within .15 days of such Share Transfer Date, consistent with Russian practice and as contemplated in the VTO Form. Russian Squeeze-Out Procedure and Pre-emption ofBuvout Rights NewCo will send the demand form relating to the squeeze-alit (the "Sgueeze..()ut Demand Form") immediately following settlement ofthe Russian: Ofter. Russian law provides that the Squeeze-Out Demand Fonn must be provided to the FSFM for itS review at least 15 days before it is sentto VirrtpelCom for dissemination to VimpelCom's remaining shareholders. Accordingly, the earliest that the squeeze-out process may commence is on the 16th day following submission tothe FSFM after completion ofthe settlement Qfthe Russian Offer. Under Russian la"v, the purchase pIice in a squeeze-out offer must be equal to or greater than the highest of(I) the market value ofshares determined
by an independent appraiser (in accordance with Russian appraisal standards), (2) the price paid tor the shares in the Russian voluntarJ tender ofter that resulted in acquisition by the acquirer and its affiliates ofmore than 95% ofthe voting shares and (3) the maximum price at which the acquirer or its affiliates purchased Of agreed to purchase any voting shares after expiration ofthe acceptance period of til': Russian voluntary tenderofIer. Th~ JSCLaw pr9videstllat,as aconsequenceofNewCo's acquisitionof95% (plus one share) of the VimpelComShar~s,fromthedatewhich idS days after thedateof~uch acquisition andulltiIsuch time asNeWCo sends aSqueeze-OutDemand Form t6 VimpelCorn for disseminationto VimpelCom's 8

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With respectto the VimpeICQffi Common.Shares tendered intotl1eRussianOffer, NewCo intends to pay the cOllsideration in the fann ofNewCdDI\s orpay nominal cash (as the case may be)promptly fblIcl\yiilg each ShareTransfer Date, and in any eventwithin 15days ofsuch Share Transfer Date, consi$tentwithRussianpracticeand as contempl~tedin the VTOFonn.lfthe Tier II Exemption were avai labIe, paymentmade inaccqrdance with foreign praqticeand I~wwOuld be deemed to satisfy Rule 14e-1 (c). Even though the Tier 11 Exemption is not available, the Commission has granted reliefin siJuilar situations\vhei'e U.S. owrieiShipexceededthe ceiling fortheTierHExemptiOri?O The Bidders respectfully request that the Staff confiml that it will not recommend enforcement action under Rule 14e-l(c) ifNewCo pays for VimpelCol11 Securities in the manner described above. Exchange ."ferRule 14e-l(d) Rule 14e-l (d) under the Exchange Act, among other things. prohibits a: person making a tender offer from extending the length ofthe offer without issuing a notice ofsuch extension by press release or other public annoUncement, which includes disclosure ofthe approximate number ofsecurities deposited to date and \ll1ich mllst be issued by 9:00 a.m., Eastem time, on the next business day after the scheduled expiration date ofthe offer. The Bidders propose to annourice ex-tensions ofthe U.S. Otfer and Russian Offer, if any. in the same manner and to include information Bidders may have with respect to acceptances in the U.S Offer and Russian Ofter to date. As described above, the acceptance period oftlle U.S. Offer will expire three business days prior to the expiration oftile acceptance period oftile Russian Offer to enable theDepositary Acceptance Notice to be delivered to the Russian Exchamre Agent. A!so, <is mentioned above, acceptances in the U.S. ,.", '.' .-: __ - - '. .'----... .' - , - '.' - - .-'.:,..-- ..., '.-C.' : __.'.- : - " .' -:-~_, _ _ : _ '. .' _ ." . ',; Otler and the Russian Otfer will be counted on an aggregate basis to determine whether the minimum acceptance threshold has been met. Depending on the number ofacceptances with respect to the U.S. Offer; the Bidders may not know (and therefore rnay not be able to announce) \vhether the minimum acceptance threshold bas been met and, if it has not been met, whether there '.vill be an exiensiol1, until the number ofacceptmces with respect to the Russian Offer is known at the expiration ofthe Russian Offer. IftheTIer II Exemption wereavailable;notic.es ofexiensionsmadeiha.ccordance with the requ.ifemerrtsofthe horneJllrisdiction laVI or practice Waldd satisfy the regtlirements ofRule Fie-l (d). EvenlhoughtheTierIlExemptiol1isnot aV~ilable,theCommission nasgrantedreJief in similar situations where thtl offerors were unable to relyonthe Tier IIExemption}1 The Bidders fespyctfully request confirmationthat,bll.$ed on the facts andcircumstances described herein, the StaffwilLnot recommend thatany enfol"cement action be
takenifanl10uncements ofextensiO!lS to the Exchange Offer 20 See Alcan, Inc. (Oeiober &, 2003); Madison Dearborn Partners, LtC (July 9, 20(2) (U.S. ownership of approximately 53%); Technip, S.A. (August 30, 2001) (US. ownership possibly up to 50.6%); eanco Bilbao Vizcaya Argentaria SA (April 19, 2001) (U.S. ownership of54.2%); and Repsol-YPF, 8.A. (July 2 I, 2(00) (U.S. ownership of53. 12%). See EGS AcqUisition Co. LLC (November 5; 2(08); Bayer AO (Apri! 28,2(06); Alcan, Inc. (October g, 2(03); Serono S.A Offer for All Outstanding Ordinary Shares, ADSs, OCEANEs and Warrants ofGenset (September 12,2(02); Proposed Exchange Offer by Technip, S.A. for all ofthe outstanding ordinary shares and American Depositary Shares ofCoflexip, S.A. (August 30, 2001). See a!so VodafOne Airtouch PIc Offerfor MfmneSmal1n Al"tiengesellschaft (December 22, 1999): In the Matter ofthe Proposed Exchange Offer by Crown Cor:", & Seal Company Inc. for CarnaudMetaibox (December 20, 1995). 16

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Skadden, Arps, Slate, Meagher & Flom LLP
6 Gasheka Street
Moscow 125047
Russian Federation
Orrick (CIS) LLC
7 Gasheka Street, Suite 600
Moscow 123056
Russian Federation
February 5, 2010 u.s. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-7553 . Attention: Ms. Michelle Anderson, Chief Ms. Christina Chalk, Senior Special Counsel Office ofMergers and Acquisitions Division ofCorporate Finance Ms. Josephine J. Tao, Assistant Director

Office ofTrading Practices and Processing

Division ofTrading and Markets

Re: Proposed Dual Tender Offer by VimpelCom Ltd. for Common Shares, American Depositary Shares and Preferred Shares ofOpen Joint Stock Company "Vimpel-Communications": Russian law description Ladies and Gentlemen:
Reference is made to the no-action and exemptive relief letter (the "Letter") that we submitted to the U.S. Securities and Exchange Commission today on behalf of our client, VimpelCom Ltd. ("NewCo"), a newly formed company organized under the laws ofBermuda, and NewCo's two shareholders, Altimo Holdings & Investments Ltd., a company organized under the laws of the British Virgin Islands (together with certain of its affiliates "Altimo"), and Telenor ASA, a company organized under the laws ofNorway (together with certain of its affiliates "Telenor," and together with Altimo and NewCo, the "Bidders"). We act as Russian counsel for NewCo. Solely in this capacity, we have reviewed the Letter and confirm that, in our view, the statements ofRussian law and tender offer practice in the Letter are accurate and, for the purpose ofthe Letter, complete.

Please note that these statements of Russian law and tender offer practice consist of brief summaries of relevant matters of Russian law and tender offer practice and should not be construed as a comprehensive description. The foregoing confirmation:
(1) is rendered solely in connection with the request for no-action and exemptive relief set forth in the Letter; (2) may not be relied on for any other purpose; and (3) may not be reproduced, referred to or quoted in any offering documents, disclosure or similar written materials, except that we consent to this confirmation being attached to the Letter.

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If you require any further information or have any questions, please contact Alexey Kiyashko at +74957974600 or Vladimir Markin at +74957754805. Very truly yours, Alexey Kiyashko Skadden, Arps, Slate, Meagher & Flom LLP Orrick (CIS) LLC cc: Alexander V. Izosimov, Dmitry Egorov, Iver Olerud, VimpelCom Ltd. Yuri Musatov, Altimo Holdings & Investments Ltd. Bj0m Hogstad, Telenor ASA 2