Orascom Telecom hopes to complete a spin-off of businesses not included in a takeover by Vimpelcom by year-end, its executive chairman said, playing down the risks from a legal challenge by some shareholders.

Under the $6 billion deal with Russia's Vimpelcom, completed in April, assets including a stake in Egyptian mobile operator Mobinil and Orascom's North Korean operations are being spun off into a new firm, Orascom Telecom Media and Technology, under the control of Orascom's founder Naguib Sawiris.

Orascom shareholders approved the spin-off in April but Egyptian regulators then asked for changes to the balance sheet split that will serve as a basis for the demerger. The revised plan will be put to shareholders on Oct. 23.

Some Orascom minorities have mounted a legal challenge to the plan by suing Egypt's financial watchdog, but Orascom executive chairman Khaled Bichara played down the threat.

'The minority shareholders who are challenging the spin-off hold only a tiny amount of the shares,' Bichara told Reuters on Thursday. 'Previous shareholder votes related to the Vimpelcom deal have passed with massive majorities of 93 per cent and 97 per cent of shareholders.'

'Once we get the shareholder approval, things will move forward quickly enough and we hope to complete the spin-of f by the end of the year,' he said in an interview.

Bichara said there would be no effect on shareholders from the revised demerger arrangements because the combined value of the two companies they would now own will remain the same.

Completing the spin-off 'will allow the two businesses to focus on the future without this question of whether it might not happen. It will mean clarity and focus,' he said.

The new Vimpelcom that emerged this year after delays and disagreements between its top shareholders has a mix of mature businesses in Russia and Italy and faster-growing, newer operations in Canada and Africa.

Conflicting interests?

Bichara, who became Vimpelcom's president and chief operating officer, said there was little risk of conflict between Vimpelcom and Sawiris's new Orascom Telecom Media over acquisitions and new mobile licence bids.

'There are no written rules about this, but it's unlikely because these are businesses of two different sizes and business sense would suggest different opportunities,' he said.

For example, said Bichara, Vimpelcom might be more interested than Sawiris in purchasing a telecom service provider in Ukraine or a local business in Pakistan or Bangladesh. 

Sawiris might target smaller, risk i er start-ups, he said.

For now, Vimpelcom was focusing on bedding down this year's merger and exploiting its new size to get more competitive pricing on equipment and improve shareholder returns.

'We will look at local consolidation opportunities if they arise ... but we are not looking at any major M&A transactions at the Vimpelcom level for now until we digest this deal,' said Bichara.

Vimpelcom is being organised into three clusters -- established operations such as Russia and Italy, growth businesses like Algeria, Pakistan and Bangladesh and newer, smaller operations. Vimpelcom bought Orascom's majority owner Wind Telecom.

Bichara said there was no plan to fold Orascom Telecom into Vimpelcom in the short term.

'There is still a lot of upside for OT minorities if Algeria is fixed so now is not the time, but maybe in the long term,' he said.

Orascom is in a dispute with Algeria's government over the fate of its lucrative mobile business Djezzy, which Algeria wants to nationalise.

Investors say the uncertainty about Djezzy has weighed on Orascom's share price, which has dropped 26 per cent this year. – Reuters