Abramovich's Millhouse LLC will buy 5.87% of Norilsk, the world's largest nickel producer, for $160 per share, an 8.5% discount to its Monday closing price of 5,376 rubles ($174). Millouse will buy the stakes from UC Rusal and Interros Holding Co., controlled respectively by billionaires Oleg Deripaska and Vladimir Potanin.
"The agreement... will allow [the shareholders] not only to develop and implement programs aimed at improving the efficiency of investment and capital expenditures and sales policy of [Norilsk], but also to improve the company's corporate governance," Rusal said.
Abramovich, who is the largest shareholder in steelmaker Evraz plc and is considered to be close to the Kremlin, will act as a mediator between Potanin and Deripaska. Their feud over Norilsk's strategy and its dividend policy has effectively blocked decision making at the business since mid-2008 as a series of legal actions have played out in courts from London to the Caribbean.
Following the share sale and the redemption of the 17% stake, which is held by Norilsk in the form of quasi-treasury shares, Interros will own 30.3% of the company, Rusal will have 27.8% and Millhouse will have 5.87%.
Under the terms of the deal, Abramovich's voting stake will increase to about 20% after the rivals contribute shares to an escrow account controlled by the new arrival. Adjusted for that transfer, Interros will have the right to vote about 23% of Norilsk's shares, Rusal 20% and Millhouse 20%.
Abramovich had been due to buy a roughly 7% stake in Norilsk from the company itself, and was to control 22% of the voting stock, according to an announcement made on Dec. 4. No reason was given for change in terms, though the acquisition of treasury stock by Abramovich would have forced Norilsk to post a loss on the sale as it had acquired its own stock for as much as $300 per share last year as part of a $9 billion buyback.
In a further revision of the deal Abramovich will have just one seat on the Norilsk board, down from an initial three. Rusal and Interros will each have three seats, the right to nominate one independent director each. Minority shareholders will nominate a third independent director.
French mergers and acquisitions lawyer Laurent Faugerolas joined Dechert LLP. For other updates launch today's Movers & shakers slideshow.
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