Over the objections of key shareholder Telenor, board members of Russian wireless conglomerate Vimpelcom have approved a revised agreement under which Vimpelcom would acquire Wind Telecom—the majority owner of Middle Eastern mobile phone firm Orascom—for US$6.5 billion. Known formerly as Weather Investments, Wind is the holding company for African, Middle Eastern, Asian and Italian telecom assets owned or controlled by Egyptian entrepreneur Naguib Sawiris. If consummated, the proposed transaction would catapult Vimpelcom into fifth place among the top wireless carriers worldwide. As first proposed in October, the agreement was to provide Wind with $1.8 billion in cash, two seats on the merged entity’s board, and shares in the post-merger entity, valued at $4.9 billion, that equate to a 19% voting stake. After Telenor, the holder of a 36% voting stake in Vimpelcom, protested the merger on grounds that the purchase price was excessive and that the deal lacked “strategic or financial sense,” the parties agreed to shave $300 million off of the purchase price and to boost Wind’s economic stake to 31% in exchange for Sawiris’s pledge to sacrifice the two board seats that were promised to Wind previously. The revised agreement, which reduces Telenor’s voting stake from 36% to 25%, was approved by six of Vimpelcom’s nine board members on Monday. Remaining board members from Telenor, however, voted against the merger as an official of the Norwegian carrier complained that the revised deal “makes even less sense as the consideration now being offered.” A Telenor spokesman further charged that Altimo—an affiliate of controlling Vimpelcom shareholder Alfa— prevented Telenor from exercising its preemptive right to purchase shares that would offset the dilution of Telenor’s stake through Altimo’s recent purchase of shares in Orascom. Vimpelcom defended the Altimo share purchase as a related third-party transaction that was “clean and properly executed.” A shareholder vote on the merger is scheduled for March 17, at which time Telenor hopes to convince minority shareholders to vote against the deal.