Norway's Telenor last month rejected Vimpelcom's original $6.6 billion bid for control of Orascom Telecom and Italy's Wind -- a deal that would see it and Russian shareholder Altimo lose influence on the company's board.
Two sources familiar with the matter told Reuters Vimpelcom and Sawiris' holding group Wind Telecom -- formerly known as Weather Investments -- will both hold board meetings on Sunday to vote on the new terms but declined to elaborate.
Russian business daily Vedomosti quoted two unnamed sources as saying the new proposal could see Sawiris deprived of seats on Vimpelcom's board but instead receive a bigger stake in the merged company.
30 PERCENT CHANCE
Telenor's Chief Executive Jon Fredrik Baksaas said last week he remains sceptical about the merits of Vimpelcom's deal with Sawiris due to economic and strategic concerns.
A telecoms sector banker, who asked to remain anonymous, told Reuters on Friday that Telenor's opposition continued to present a significant obstacle to the deal.
"Telenor continues to be unsupportive. Unless there is a meaningful price reduction agreed with Sawiris, the deal doesn't stand much chance. I used to think it was 50/50, but now I think the deal stands only a 30 percent chance of success," the banker said.
Vimpelcom will issue new preferred shares to Sawiris, Vedomosti wrote on Friday, adding that the shares will have the same voting rights as ordinary shares but provide no dividend payments.
Sources told Reuters last year the company could issue a total of 305.6 million preferred shares to Sawiris as well as public investors.
Newspaper Kommersant wrote on Friday that under the new scheme Sawiris will also take on the risk related to the possible nationalisation by the Algerian government of Djezzy -- Orascom's biggest single source of revenue.
The value of the deal could also be adjusted, both Vedomosti and Kommersant wrote.
Vimpelcom and Altimo -- owner of 39.2 percent of Vimpelcom shares -- both declined comment.
Telenor, which has a 39.6 percent economic stake in Russia's second biggest mobile phone operator, was not immediately available for comment.