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Abramovich Halts Sibneft-Yukos Merger

Sibneft called a halt to its landmark $35 billion merger with Yukos on Friday, a brash move that stunned the market and all but derailed the creation of Russia's first oil supermajor.

The last-minute announcement came amid signs that the Kremlin is intent on further crippling the fortunes of Yukos' owners, two of whom, Mikhail Khodorkovsky and Platon Lebedev, are in jail on charges of fraud and tax evasion.

"The completion of the merger between Yukos and Sibneft has been put on hold in accordance with a mutual agreement reached by the shareholders of both companies," Sibneft said in a statement issued just minutes before shareholders of both companies were due to meet to officially seal a tie-up that would have been the biggest in Russian corporate history.

The announcement was a bolt out of the blue for senior Yukos executives, who, unaware of the decision, were already at the meeting preparing to approve the makeup of the merged company's new board and a charter change that would have enshrined its shareholder structure.

The sudden turn of events provoked a surge of fresh fears that the Kremlin intends to destroy Yukos, even though President Vladimir Putin has sought to portray the legal onslaught against its shareholders as isolated from the company as a whole.

"The fact that this deal looks so close to failure is a terrible indictment of Russia Inc.," said Adam Landes, senior energy analyst at Renaissance Capital. "Whatever the reading is for why this happened, it says terrible things about the Russian corporate world and it says terrible things for what the Russian government is going to do to Yukos. This is an embarrassment for Russia's risk profile."

When the deal was first announced in April, it was hailed as the formation of Russia's first oil supermajor capable of giving the likes of ExxonMobil and BP a run for their money. Prime Minister Mikhail Kasyanov called YukosSibneft the "new flagship of the Russian economy."

Yukos has already paid core Sibneft shareholders $3 billion in cash for 20 percent of their company, and the shareholder vote Friday would have set in stone a share swap giving Yukos another 72 percent of the Sibneft in exchange for 26 percent of YukosSibneft. It is unclear how the process can be reversed. Both sides reportedly agreed to pay a $1 billion penalty to the other if it pulled out of the merger "without cause."

Lawyers for Yukos shareholders refused to comment on whether the deal could be renegotiated.

A source close to Yukos' core shareholders said Sibneft put the brakes on the deal because Yukos' owners refused to bow to an aggressive Kremlin-backed takeover bid for the combined company by Sibneft majority owner Roman Abramovich.

"[Abramovich said] either you hand over management control or we will tear up the deal. [Yukos owners] refused," said the source, who was speaking on condition of anonymity. The source said Abramovich had insisted that Sibneft president Eugene Shvidler be appointed chief executive of YukosSibneft.

Under the original merger agreement, both sides agreed that Shvidler would be appointed chairman of the new company's board, while Yukos founder Mikhail Khodorkovsky would be chief executive. But after Khodorkovsky was arrested Oct. 25, his replacement, Simon Kukes, assumed that role.

Core Yukos shareholder Leonid Nevzlin, who is now in exile in Israel, confirmed by phone Sunday that Shvidler had phoned him at the last minute to say that the Kremlin had insisted on a suspension of the deal. He said Abramovich and Shvidler flew to Israel last week to discuss the merger with him, but he would not comment on what exactly they had discussed. Neither would he say if Abramovich had demanded managerial control over the company.

Nevzlin said he did not know what would happen next. "If Sibneft had taken control of the company, then the Kremlin would have had no objection to the deal going through," the source close to Yukos' owners said. "But because Yukos refused, the Kremlin told [Sibneft] to call off the deal."

Sibneft, however, denied politics had anything to do with the move. "The situation with the merger between Yukos and Sibneft is based completely on business reasons and has no connection with politics," it said in a statement.

Sibneft spokesman John Mann said he could not comment on a report in Britain's Sunday Telegraph that cited executives close to Sibneft as saying Abramovich met with Putin just days before the merger was suspended to discuss the deal. The report said Putin welcomed a proposal made by Abramovich to change the management team of the combined company. Mann also refused to comment on whether Sibneft shareholders were seeking management control of the new company.

Analysts said the attack on Yukos' owners comes as the Kremlin appears to be embarking on a drive to gain tighter control of the natural resources sector and to quash once and for all alternative sources of political power. Khodorkovsky had posed a threat to those plans because he had attempted to lock in a loyal faction in the State Duma and lobby against plans to raise taxes on oil companies, they said. Khodorkovsky had also posed a threat by lobbying for the construction of privately owned oil pipelines and encroached on Putin's power base by plotting a parliamentary republic and forwarding his own foreign policy lines, they said.

Abramovich's role in Putin's fights with oligarchs in the past has been ambiguous. When Sibneft founder Boris Berezovsky fell afoul of Putin and was forced to give up his stake in the ORT national television network, he handed over that stake to Abramovich, who promptly gave it to the state.

"Abramovich may be doing the Kremlin's bidding," said James Fenkner, head of research at Troika Dialog. "He has been the wonder child of the market. He is the only one that has gotten out scot-free. Is it Red Rom the double agent?" he said, referring to the nickname the British press has given Abramovich since he bought the Chelsea soccer club earlier this year.

In a telephone interview from London, where he is now in exile, Berezovsky said he had discussed a possible takeover attempt by Abramovich with Nevzlin during a trip to Israel last week.

"I raised parallels between what happened at Sibneft and what is happening now with Yukos," he said. He said Abramovich had pressured him into selling his stake in Sibneft or risk facing the collapse of the company. He said the same seemed to be happening now with Yukos. "Nevzlin did not rule out that this analogy was correct," he said.

"But this is not about nationalization," Berezovsky added. "It is about redistributing property to people close to Putin. Abramovich works with Putin."

The Interior Ministry has called Shvidler in for questioning over Sibneft's tax-minimization schemes, and the Audit Chamber has accused the company of underpaying taxes by 10 billion rubles in 2001 and 2002.

Berezovsky, however, said this was just a smoke screen to hide Abramovich's ties to the Kremlin. Indeed, on Friday, the Interior Ministry gave Abramovich its seal of approval. "We have no evidence that [Abramovich] acquired [his] wealth in a dishonest way," Deputy Interior Minister Sergei Veryovkin-Rokhalsky told Nezavisimaya Gazeta.

Abramovich "has nothing to fear" because he has a "special relationship with the Kremlin," Berezovsky said.

However, Kasyanov told reporters Saturday that he did not think the merger had been halted because of pressure from authorities. "Otherwise the shareholders would have probably complained. But nobody has turned to me," he told Interfax. He said the suspension of the deal did not mean Yukos would be nationalized. "There is no such possibility," he said.

But as speculation mounts as to the reasons for the halt to the deal, not all market players are convinced. Some analysts said Sibneft may be trying to put as much distance as possible between itself and Yukos. "Sibneft was about to go to the point of no return," Landes said. "Does Sibneft know or fear something the market is not pricing in?

"It could be anything: license withdrawals, new tax issues over transfer pricing, offshore movements, a $10 billion tax charge. Who knows? They could fear that what they would have owned is going to fall massively in value."

Pressure has continued to mount on Yukos in recent weeks as inspectors in the Natural Resources Ministry conduct sweeping probes into whether Yukos is meeting its licensing agreements. Rumors have also swept the market the company could be hit with a $10 billion tax charge, a move that if made, could lead to Yukos' bankruptcy.

Alfa Bank's chief strategist, Chris Weafer, said Abramovich may have put the brakes on the merger because he wanted to renegotiate terms for a deal that aligned him with a company that could drop even further in value.

"The only thing that makes sense is that [Abramovich] wants to renegotiate the price because something is about to happen," he said. "The fact that this was called off at the last minute suggests something dramatic is about to happen."

(The Moscow Times 01.xii.03)

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