Securities Exchange Act of 1934
Section 14(d)(5)
Rule 14d-10(a)(1) and (a)(2)
Rule 14e-5
Rule 14e-1(c) and (d)
Rule 13e-3

February 5, 2010

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance and the
Office of Trading Practices and Processing
Division of Trading and Markets

Via Facsimile and U.S. Mail

Lorenzo Corte
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
Canary Wharf, London E14 5DS

Peter O'Driscoll
Orrick, Herrington & Sutcliffe LLP
107 Cheapside
London EC2V 6DN

Dear Messrs. Corte and O'Driscoll:

We are responding to your letter dated February 5, 2010 to Michele Anderson, Christina Chalk and Josephine Tao, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed photocopy of your correspondence. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter of February 5, 2010.

On the basis of your representations and the facts presented in your letter, the Commission hereby grants exemptions from the following provisions of the Exchange Act and rules thereunder:

• Rule 14d-10(a)(1). This exemption permits the use of a dual offer structure. The U.S. Offer will be open to all holders of VimpelCom ADSs, wherever located, and to U.S. holders of VimpelCom Shares. The Russian Offer will be open to all holders of VimpelCom Shares, wherever located. We note that under Russian law, U.S. holders of VimpelCom Shares (but not ADSs) may not be excluded from the Russian Offer.
   
• Rule 14d-10(a)(2). This exemption is necessary because of your representations that holders of VimpelCom Shares who are not "qualified investors" as that term is defined under Russian law cannot accept NewCo DRs because they are foreign securities. In granting this relief, we note in particular that there are a very limited number of holders of VimpelCom Common Shares held by persons who would not qualify as "qualified investors," and that you are not aware of any U.S. holders of VimpelCom Shares.
   
• Rule 14e-5 under the Exchange Act. The exemptions from Rule 14e-5 permit (i) the Bidders to purchase or arrange to purchase VimpelCom Shares pursuant to the Russian Offer during the U.S. Offer; (ii) the Bidders and their affiliates to purchase or make arrangements to purchase VimpelCom Shares outside the Exchange Offer; and (iii) the affiliates of the financial advisors to the Bidders to purchase or arrange to purchase VimpelCom shares outside the Exchange Offer. The exemptions are granted on the basis of the representations in your letter and the facts presented. In addition, the exemptions are subject to the following conditions:
  
  
  1. All conditions of Rule 14e-5(b)(11)(i through v) will be satisfied except Rule 14e-5(b)(11)(i), and all conditions of Rule 14e-5(b)(12)(i)(A through G) will be satisfied except Rule 14e-5(b)(12)(i)(B);
      
  2. the Prospective Purchasers will comply with any applicable rules in Russia;
      
  3. upon request of the Division of Trading and Markets, the Prospective Purchasers will disclose to it a daily time-sequenced schedule of all purchases of VimpelCom Shares made by any of them during the Exchange Offer, on a transaction-by-transaction basis, including: (a) a description of the size, broker (if any), time of execution and purchase price; and (b) if not executed on the Russian Trading System T+O Market, the exchange, quotation system or other facility through which the purchase occurred;
      
  4. upon request of the Division of Trading and Markets, the Prospective Purchasers will transmit the information specified in clauses (a) and (b) of item (3) above to the Division of Trading and Markets at its offices in Washington D.C. within 30 days of its request;
      
  5. the Prospective Purchasers will retain all documents and other information required to be maintained pursuant to this exemption for a period of not less than two years from the date of the termination of the Exchange Offer;
      
  6. representatives of the Prospective Purchasers will be made available (in person at the offices of the Division of Trading and Markets or by telephone) to respond to inquiries of the Division of Trading and Markets relating to such records; and
      
  7. except as otherwise exempted herein, the Prospective Purchasers will comply with Rule 14e-5.
  
   
• Section 14(d)(5). The exemption from the withdrawal rights provisions of Section 14(d)(5) of the Exchange Act is granted to allow the Bidders to terminate withdrawal rights during the three business days (as defined in your letter) between the expiration of the U.S. Offer until and including the first business day after the expiration of the Russian Offer. This exemption is necessary because the VimpelCom Securities tendered into the U.S. and Russian Offers will be aggregated to determine whether the minimum acceptance threshold has been met.

Based on the representations in your letter dated February 5, 2010, as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 14e-1(c) under the Exchange Act. This no-action position under Rule 14e-1(c) allows Bidders to pay for VimpelCom Common Shares, including Common Shares underlying VimpelCom ADSs, tendered in the U.S. Offer within three business days (as defined in your letter) after the expiration of the Russian Offer. VimpelCom Common Shares tendered into the Russian Offer, including VimpelCom Common Shares tendered by U.S. holders who cannot be excluded from the Russian Offer, will be paid for within 15 days of each tendering holder's Share Transfer Date, consistent with Russian law and practice.

In addition, based on the representations in your letter dated February 5, 2010, as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 14e-1(d) under the Exchange Act. This no-action position permits Bidders to announce extensions of the U.S. Offer, if any, on the next business day after the expiration of the Russian Offer. We note that Bidders will announce extensions of the U.S. and Russian Offer, if any, in the same manner and will include information Bidders have with respect to acceptance in both Offers.

Based on the representations in your letter dated February 5, 2010, as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action if the Exchange Offer does not comply with the requirements of Rule 13e-3 and no Schedule 13E-3 is filed in connection with the Exchange Offer. In this regard, we note that the cash alternative offered as a feature of the Exchange Offer is required under Russian law but represents only a nominal cash value of less than a penny per VimpelCom ADS and per VimpelCom Common Shares, which is a fraction of the recent trading prices of such securities.

The foregoing exemptive and no-action relief is based solely on the representations and the facts presented in your letter dated February 5, 2010 and does not represent a legal conclusion with respect to the applicability of the statutory or regulatory provisions of the federal securities laws. The relief is strictly limited to the application to this transaction of the statutory provisions and rules listed above. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance or the Division of Trading and Markets determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.

Your attention is directed to the anti-fraud and anti-manipulation provisions of the Exchange Act, particularly Sections 10(b) and 14(e), and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the Prospective Purchasers. The Division of Corporation Finance and the Division of Trading and Markets express no view with respect to any other questions that the Exchange Offer may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of other federal or state laws.

Sincerely,

For the Commission,
By the Division of Corporation Finance and the Division of Trading and Markets
pursuant to delegated authority,

Michele M. Anderson
Chief
Office of Mergers and Acquisitions
Division of Corporation Finance

Josephine J. Tao
Assistant Director
Office of Trading Practices and Processing
Division of Trading and Markets

Incoming Letters:

The Incoming Letters are in Acrobat format.

• Incoming Letter from US Counsel
• Incoming Letter from Russian Counsel

http://www.sec.gov/divisions/corpfin/cf-noaction/2010/
vimpelcom020510-sec14.htm