SC TO-I/A 1 a17-7701_1sctoia.htm SC TO-I
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Mobile TeleSystems Public Joint Stock Company
(Name of Subject Company (Issuer))
Stream Digital, LLC
(Name of Filing Person (Offeror and Affiliate of Issuer))
Common Stock, par value RUB 0.10 per share of
Common Stock
Not Applicable
American Depositary Shares evidenced by American
Depositary Receipts, each representing two
shares of Common Stock
(Title of Class of Securities)
607409109
(CUSIP Number of Class of Securities)
Joshua B. Tulgan
Director, Corporate Finance and Investor Relations
Mobile TeleSystems Public Joint Stock Company
5 Vorontsovskaya Street, bldg. 2, 109147 Moscow Russian Federation
Phone: +7 495 223 20 25, Fax: +7 495 911 65 67
E-mail: [email protected]
(Name, address, and telephone number of person authorized
to receive notices and communications on behalf of Filing Persons)
Copies to:
J. David Stewart
Latham & Watkins LLP
Ul. Gasheka 6, Ducat III, Office 510
Moscow 125047
Russia
Telephone: +7 495 785 12 34
CALCULATION OF FILING FEE
Transaction Valuation*
Amount of Filing Fee**
$77,959,842
$9,035.55
*
The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the tender offer for not more than $77,959,842 in aggregate for a maximum of 17,211,800 shares of
common stock.
The amount of the filing fee equals US$115.90 per US$1,000,000 of the transaction value.
**
x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount Previously Paid:
Form of Registration No.:
$9,035.55
Schedule TO
Filing Party:
Date Filed:
o
Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
o
x
o
o
third party tender offer subject to Rule 14d-1
issuer tender offer subject to Rule 13e-4
going private transaction subject to Rule 13e-3
amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
x Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
Stream Digital, LLC
January 17, 2017
SCHEDULE TO
This Amendment No. 3 (the “Amendment No. 3”) to Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO initially filed by Stream
Digital, LLC (the “Offeror”), a wholly-owned subsidiary of Mobile TeleSystems Public Joint Stock Company (the “Company”), with the Securities and Exchange Commission (the “SEC”) on
January 17, 2017, as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed with the SEC on February 1, 2017 (together with any future
amendments and supplements thereto, the “Schedule TO”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Schedule TO relates to
the return of cash to holders of shares of common stock, par value RUB 0.10 per share (the “Common Stock”) and American Depositary Shares (“ADSs”) of the Company, by way of a cash
tender offer by the Offeror for shares of the Company’s Common Stock (including shares of Common Stock represented by ADSs) up to a maximum aggregate purchase amount of RUB
4,647,186,170, on the terms and subject to the conditions set forth in the Offer to Purchase, dated January 17, 2017, as amended on February 1, 2017 (the “Offer to Purchase”), the related
Common Stock Letter of Transmittal with respect to the shares of Common Stock and the related ADS Letter of Transmittal with respect to the ADSs (which collectively, as they may be
amended and supplemented from time to time, constitute the “Tender Offer”), copies of which were filed with the initial Schedule TO as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iv), respectively.
This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Exchange Act.
The information in the Offer to Purchase, the Common Stock Letter of Transmittal and the ADS Letter of Transmittal is incorporated by reference in answer to Items 1 through 11 in this
Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 11. Additional Information.
Item 11(c) of the Schedule TO is hereby amended and supplemented by adding the following:
“On March 7, 2017, the Company published an announcement of the final results of the Tender Offer, which expired at 10:00 a.m. (Moscow time) on February 15, 2017 for Common
Stock and at 11:59 p.m. (New York City time) on Fenruary 14, 2017 for ADSs. A copy of the announcement is filed as Exhibit (a)(5)(v) hereto and is incorporated by reference herein.”
Item 12. Exhibits.
Exhibit
No.
(a)(5)(v)**
Document
Announcement of final results of Tender Offer, dated March 7, 2017
** Filed herewith.
2
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
STREAM DIGITAL, LLC
Dated: March 7, 2017
By:
/s/ Rolandi Tabatadze
Name:
Rolandi Tabatadze
Title:
General Director
3
INDEX TO EXHIBITS
Exhibit
No.
(g)
(h)
**
***
†
Document
(a)(1)(i)*
(a)(1)(ii)*
(a)(1)(iii)*
(a)(1)(iv)*
(a)(1)(v)*
(a)(1)(vi)*
(a)(l)(J)*
(a)(2)
(a)(3)
(a)(4)
(a)(5)(i)*
(a)(5)(ii)*
(a)(5)(iii)*
(a)(5)(iv)***
(a)(5)(v) †
(a)(5)(B)**
(b)
(d)(i)*
(d)(ii)*
(d)(iii)*
Offer to Purchase, dated January 17, 2017
Form of Common Stock Letter of Transmittal
Form of Purchase Agreements in Respect of Tenders of Shares of Common Stock Under the Tender Offer
Form of ADS Letter of Transmittal
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
Supplement to Offer to Purchase dated February 1, 2017
N/A
N/A
N/A
Tender Offer Announcement, dated January 17, 2017
Summary Advertisement, dated January 17, 2017
Internal Communications Materials, dated January 17, 2017
Announcement of preliminary results and proration of Tender Offer, dated February 15, 2017
Announcement of final results of the Tender Offer, dated March 7, 2017
Press Release dated February 1, 2017
N/A
Stock Option Program on Distribution of Shares (2013)
Purchase Agreement between Stream Digital, LLC and Sistema Finance S.A., dated January 17, 2017
Deposit Agreement (incorporated herein by reference to the Company’s Form 20-F for the fiscal year ended December 31, 2000 filed on June, 2001 and amendments
thereto on form F-6 filed on March 19, 2004, December 14, 2004, December 21, 2004, August 7, 2007, April 20, 2010 and June 3, 2016, respectively)
N/A
N/A
Previously filed with Schedule TO on January 17, 2017.
Previously filed with Amendment No. 1 Schedule TO on February 1, 2017.
Previously filed with Amendment No. 2 Schedule TO on February 15, 2017.
Filed herewith.
4
Exhibit (a)(5)(v)
March 7, 2017
Mobile TeleSystems Public Joint Stock Company (the “Company”)
ANNOUNCEMENT OF FINAL RESULTS OF TENDER OFFER
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR JAPAN
On January 17, 2017, the Company announced details of a tender offer (the “Tender Offer”) to return cash of up to RUB 4,647,186,170/US$77,343,404 to its Holders of shares of Common
Stock and ADS Holders (“Shareholders”) and that an Offer to Purchase (the “Offer to Purchase”), containing the terms and Conditions of the Tender Offer, was being published on
January 17, 2017, as amended by announcement on February 1, 2017. The Company announced today the final results of the Tender Offer, which expired at 10:00 a.m. (Moscow time) on
February 15, 2017 for Common Stock and at 11:59 p.m. (New York City time) on February 14, 2017 for ADSs.
Based on the final count by the Common Stock Tender Agent and the ADS Tender Agent, respectively, a total of 20,378,203 shares of Common Stock (including shares of Common Stock
represented by ADSs) were properly tendered and not withdrawn by Shareholders which exceeded the maximum amount of shares of Common Stock which may be purchased and a proration
factor of approximately 0.7863 was applied. In accordance with the terms and Conditions of the Tender Offer and based on the final count by the Common Stock Tender Agent and the ADS
Tender Agent, respectively, the Offeror accepted for purchase a total of 16,022,364 shares of Common Stock (including shares of Common Stock represented by ADSs) at a price per share of
Common Stock (referred to as the “Strike Price”) of RUB 290.00 per share of Common Stock, for a total cost of RUB 4,646,485,560. These shares of Common Stock (including shares of
Common Stock represented by ADSs) represented approximately 0.80% of the Company’s Issued Share Capital as of January 13, 2017.
As described in the Offer to Purchase, in connection with the Tender Offer, the Offeror and Sistema Finance S.A. (“Sistema Finance”), a subsidiary of the Company’s majority shareholder
Sistema Public Joint Stock Financial Corporation (“Sistema”), entered into the Sistema Purchase Agreement pursuant to which Sistema Finance agreed not to tender and sell any shares in
the Tender Offer (and to procure that none of its affiliates will tender or sell any shares in the Tender Offer) and instead agreed to sell to the Offeror, following completion of the Tender Offer,
a pro rata number of shares of Common Stock based on the number of shares that the Offeror purchases in the Tender Offer, such that Sistema’s (together with its affiliated entities’)
aggregate percentage ownership and voting power in the Company after the Tender Offer would be substantially equal to Sistema’s and such affiliates’ ownership and voting power as at the
date of the commencement of the Tender Offer. Based on the 16,022,364 shares of Common Stock (including shares of Common Stock represented by ADSs) the Offeror purchased in the
Tender Offer, the Offeror will purchase 16,038,892 shares of Common Stock from Sistema Finance under the Sistema Purchase Agreement for an aggregate purchase price of RUB
4,651,278,680. As such, the Offeror will purchase a total of 32,061,256 shares of Common Stock through the Tender Offer and under the Sistema Purchase Agreement at the Strike Price of RUB
290.00 per share, for a total cost of RUB 9,297,764,240. These shares of Common Stock (including shares of Common Stock represented by ADSs) represented approximately 1.60% of the
Company’s Issued Share Capital as of January 13, 2017. The closing of the purchase under the Sistema Purchase Agreement is subject to customary conditions and will occur no earlier than
on the eleventh business day following the expiration of the Tender Offer but during the period from the second to fourth business day following announcement of the final Tender Offer
results.
Capitalised terms used in this announcement shall have the same meaning ascribed to them in the Offer to Purchase published by the Company on January 17, 2017, as amended on
February 1, 2017.
Cautionary Statement
This announcement contains (or may contain) certain forward-looking statements with respect to the Company’s current expectations and projections about future events. These statements,
which sometimes use, but are not limited to, words such as ‘anticipate’, ‘believe’, ‘intend’, ‘estimate’, ‘expect’ and words of similar meaning, reflect the directors’ beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could cause
actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this
announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this
announcement is subject to change without notice and, except as required by applicable law, neither the Company, the Offeror, nor Credit Suisse Securities (USA) LLC assumes any
responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which
speak only as of the date of this announcement.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Common Stock (including shares of Common Stock represented by ADSs). The Tender Offer
is made only pursuant to the Offer to Purchase, the related Common Stock Letter of Transmittal with respect to the shares of Common Stock and the related ADS Letter of Transmittal with
respect to the ADSs. The Tender Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by other means (including, without limitation, facsimile transmission,
email, telex and telephone), or via any facilities of a national securities exchange of Australia, Canada, Japan or any other jurisdiction where the making of the Tender Offer into or inside such
jurisdiction would constitute violation of the laws of such jurisdiction.
Neither the SEC nor any US state securities commission has approved or disapproved of this transaction or passed upon the merits of fairness of such transaction or passed upon the
adequacy of the information contained in this announcement or in the Offer to Purchase. Any representation to the contrary is a criminal offence.
The information contained in this notice and in the Offer to Purchase is addressed exclusively to the Shareholders. Neither this notice, nor the Offer to Purchase nor the Tender Offer
described therein nor any information contained herein constitute an offer (“Offerta”) pursuant to Russian law, or an advertisement, or an offer of securities to an unlimited number of
persons within or outside the territory of the Russian Federation, or voluntary tender offer or mandatory tender offer under Russian law. Neither this notice, nor the Offer to Purchase, nor the
Tender Offer described therein constitute or are intended for placement or public circulation or securities of foreign issuers in the Russian Federation. Furthermore neither this notice, nor the
Offer to Purchase constitute an auction under the Laws of the Russian Federation and provisions of articles 447 — 449 of the Civil Code of the Russian Federation do not apply to the Tender
Offer. ADSs, to which the Tender Offer relates, are neither registered in the Russian Federation not admitted to placement, public placement or public circulation in the Russian Federation in
accordance with Article 51 of the Russian Federal law No. 39-FZ “On the Securities Market”, dated April 22, 1996 (as amended) (the “Securities Market Law”). The Tender and purchase of
ADSs will be carried our exclusively in accordance with the procedures set for the in the Offer to Purchase. Any information in the Offer to Purchase and related documents in respect of
ADSs is addressed in the Russian Federation solely to persons who are “qualified investors’ as defined in the Securities Market Law.
* * *
For further information, please contact in Moscow:
Joshua B. Tulgan
Director, Department of Corporate Finance and Investor Relations
Mobile TeleSystems PJSC
Tel: +7 495 223 2025
E-mail: [email protected]
Learn more about MTS. Visit the official blog of the Investor Relations Department at www.mtsgsm.com/blog/
* * *
Mobile TeleSystems PJSC (“MTS” - NYSE:MBT; MOEX:MTSS) is the leading telecommunications group in Russia and the CIS. We provide wireless Internet access and fixed voice,
broadband and pay-TV to over 100 million customers who value high quality of service at a competitive price. Our wireless and fixed-line networks deliver best-in-class speeds and coverage
throughout Russia, Ukraine, Armenia, Turkmenistan, Uzbekistan and Belarus. To keep pace with evolving customer demand, we
continue to grow through innovative products, investments in our market-leading retail platform, mobile payment services, e-commerce and IT solutions. For more information, please visit:
www.mtsgsm.com.
* * *
Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of MTS, as defined in
the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify forward looking statements by terms such as “expect,” “believe,” “anticipate,”
“estimate,” “intend,” “will,” “could,” “may” or “might,” and the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and
that actual events or results may differ materially. We do not undertake or intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect
the occurrence of unanticipated events. We refer you to the documents MTS files from time to time with the U.S. Securities and Exchange Commission, specifically the Company’s most
recent Form 20-F. These documents contain and identify important factors, including those contained in the section captioned “Risk Factors” that could cause the actual results to differ
materially from those contained in our projections or forward-looking statements, including, among others, the severity and duration of current economic and financial conditions, including
volatility in interest and exchange rates, commodity and equity prices and the value of financial assets; the impact of Russian, U.S. and other foreign government programs to restore liquidity
and stimulate national and global economies, our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so, strategic
actions, including acquisitions and dispositions and our success in integrating acquired businesses, potential fluctuations in quarterly results, our competitive environment, dependence on
new service development and tariff structures, rapid technological and market change, acquisition strategy, risks associated with telecommunications infrastructure, governmental regulation
of the telecommunications industries and other risks associated with operating in Russia and the CIS, volatility of stock price, financial risk management and future growth subject to risks.