Companies@UA: База компаний Украины

Moscow. July 31 (Interfax) - Mobile TeleSystems (MTS) will purchase a 51% stake in Comstar-UTS from AFK Sistema for $1.275 billion, based on a recommendation from Bank of America Securities – Merrill Lynch.

Sistema's board of directors expects to approve the parameters of the deal on August 5, the business daily Kommersant reported on Friday, citing a source familiar with the deal.

Sistema, which controls both MTS and Comstar, received MTS' offer on June 23.

The controlling stake in Comstar will be purchased at a price of $5.98 per share (based on a rate of 31.97 rubles/$1). The total value of the deal in rubles will be determined on the closing date at the Central Bank rate for that day.

Comstar charter capital totals 417.941 million shares. Thus, the deal values the 51% stake at $1.275 billion and 100% of shares at $2.5 billion.

Comstar's current market capitalization is about $2.1 billion.  Purchase of the 51% stake in Comstar would give MTS control of the company without having to announce an offer to buy shares from minority shareholders.

MTS is the largest mobile operator in Russia and the CIS by subscriber base. It has almost 94 million subscribers in Russia, Ukraine, Uzbekistan, Turkmenistan, Armenia and Belarus.

Sistema is the main shareholder. Another 41.3% are in circulation on the New York Stock Exchange, about 3.5% are in circulation on Russian exchanges and a total of less than 1% are held by company directors and management.

MTS had a net profit of $1.93 billion in 2008 under US GAAP on revenue of $10.245 billion.

Comstar was formed in November 2005 through the merger of controlling stakes in Telmos, MTU-Inform and MTU-Intel in a consolidation of Sistema's fixed-line business. Comstar owns 55.7% of shares in Moscow City Telephone Network, the largest fixed line operator in Moscow.

Companies in the Sistema group own 64.92% of Comstar shares. About 35% are in circulation on Russian exchanges and the London Stock Exchange in the form of GDRs.

Comstar posted a net profit of $179.6 million in 2008 on revenue of $1.648 billion.