Norilsk Nickel offers Rusal $12.8 Billion for 20% of shares

The Company has now submitted a revised proposal for the acquisition by one of the Company’s subsidiaries (the “Purchaser”) of a 20% interest in the Company from Rusal LLC for a consideration of $12.8 bln, representing a significant premium to the publicly quoted price of the Company’s shares.  The Company expects the acquisition to be conditional on regulatory approvals, UC Rusal shareholder approval and the consent of UC Rusal’s lenders.  As part of the proposed transaction, UC Rusal, Rusal LLC and the Purchaser will enter into a two year shareholders’ agreement which will provide the Purchaser with rights to direct the voting and disposal of the remaining shares in the Company held by Rusal LLC. 

The Company believes that (i) UC Rusal’s shareholders will, if required, strongly support the revised proposal, particularly at this increased premium to the publicly quoted price of the Company’s shares, and (ii) the proposed transaction is in the interests of the Company’s shareholders as it will resolve the ongoing conflict between certain of such shareholders and will therefore allow the management of the Company to focus all of its efforts on the development of the Company in the interests of all of its shareholders. 

The Company has invited the board of UC Rusal to consider the revised proposal and to either agree to the proposed transaction, or to call a meeting of UC Rusal’s shareholder to consider it, on or before 6 pm Moscow time on March 4, 2011, otherwise the proposal will lapse".

A further announcement will be made in due course.