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Sitronics

March 26, 2012

SITRONICS Board recommends RTI Voluntary Tender Offer for SITRONICS’ shares

MOSCOW, Russia – March 26, 2012– JSC SITRONICS (“SITRONICS” or the “Company”) (LSE: SITR), a leading provider of telecommunications, information technology and microelectronic solutions in Russia and the CIS, announces that the Board of Directors of SITRONICS (the “Board of Directors”) has today recommended that its shareholders (other than OJSC RTI (“RTI”) accept the Voluntary Tender Offer (the “Offer”) by RTI to acquire the remaining 36.93% of ordinary registered shares of SITRONICS at a cash price of RUR 0.55 per ordinary share.

RTI is the controlling shareholder of the Company holding 63.07% of the Company’s share capital, and a subsidiary of Sistema JSFC (Sistema JSFC owns 84.6% and the Bank of Moscow owns 15.4% of RTI).

As previously announced, SITRONICS received the Offer from RTI on March 13, 2012 following the expiration of the period of statutory review of the Offer by the Russian Federal Service for Financial Markets. The Offer was made for all shares of SITRONICS, including shares underlying SITRONICS Depositary Receipts (“DRs”). The Offer will remain open for 70 days from the date when SITRONICS received the Offer until the end of the day on May 22, 2012.

The Offer documentation, together with the recommendations of the Board of Directors with respect to the Offer, will be circulated to SITRONICS shareholders of record as of the end of the day on March 13, 2012 not later than on March 28, 2012. Holders of SITRONICS DRs will receive the Offer documentation through Deutsche Bank Trust Company Americas, the Depositary with respect to the Company’s DR programmes (the “Depositary”), in accordance with its established procedures and timing, as well as the terms of the relevant DR programme Deposit Agreement.

Upon completion of necessary arrangements with the Depositary, the DR holders may have an opportunity to participate in the Offer through the Depositary. Any consideration payable to the DR holders will be net of fees charged by the Depositary under the relevant Deposit Agreement, in US Dollars based on the USD/RUB exchange rate available to the Depositary in accordance with its established procedures and practice.

As announced on March 13, 2012, the Board of Directors established a Special Committee of Independent Directors of SITRONICS (the “Special Committee”) to review the terms and conditions of the Offer and to develop recommendations to the Board of Directors in connection with the Offer. In connection with its evaluation of the Offer, the Special Committee received on March 23, 2012 an opinion from Rothschild, that, as of that date, the proposed cash consideration to be offered to the SITRONICS shareholders, other than RTI, by RTI pursuant to the Offer is fair, from a financial point of view, to such shareholders. The recommendations developed by the Special Committee have been accepted and approved by the Board of Directors of SITRONICS.

Rothschild is acting as financial advisor to the Special Committee. Debevoise & Plimpton LLP is acting as legal advisor to the Special Committee.

Documentation regarding the Offer (including the recommendations of the Board of Directors with respect to the Offer) is available in Russian and in English at: https://www.sitronics.com/investors/ and https://www.sitronics.ru/investors/.

 

 

 

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