RTI in a “Going Private” Transaction of its Subsidiary SITRONICS

Cleary Gottlieb represented JSC RTI, a JSFC Sistema Group company, in a “going private” transaction of its subsidiary JSC SITRONICS. This transaction was structured as a voluntary tender offer by RTI to acquire all of the remaining shares in SITRONICS, comprising approximately 36.93% of SITRONICS’ share capital, that were not owned by RTI as of the voluntary tender offer date. The tender offer was followed by the currently ongoing statutory squeeze-out procedures under Russian law to buy out all the remaining minorities in SITRONICS, as well as steps aimed at delisting of the SITRONICS’ shares from The Moscow Exchange and GDRs from the London Stock Exchange. In connection with these transactions, SITRONICS formed a committee of independent directors, who retained separate legal and financial advisers that considered the tender offer and advised the board of directors of SITRONICS.

The tender offer closed on June 8 with JSC RTI acquiring approximately 36.41% of JSC SITRONICS’ shares and thus increasing its total stake in JSC SITRONICS to 99.48%. On June 26, RTI launched the mandatory squeeze-out procedures, which are expected to be completed at the end of August. SITRONICS is also expecting to have its shares and GDRs delisted upon the completion of the squeeze-out procedures at the end of August.

SITRONICS is a leading provider of telecommunication solutions, including software, equipment and systems integration, IT solutions and microelectronic solutions in Russia and the CIS with a strong presence in Central and Eastern Europe and a growing presence in the Middle East and Africa.

RTI is one of the largest industry holding companies and integrators of high-tech and R&D and manufacturing companies. RTI is controlled by Sistema, with the minority stake held by the Bank of Moscow.