Duyuru • Jul 15
A consortium of buyers including members of the senior management team of Yandex LLC, AMC "Lerta Capital" Ltd - Argonavt, PJSC LUKOIL (MISX:LKOH), Alexander Ryazanov, Alexander Chachayev and Pavel Prass completed the acquisition of Yandex LLC from Yandex N.V. (NasdaqGS:YNDX) and others.
A consortium of buyers including members of the senior management team of Yandex LLC, AMC "Lerta Capital" Ltd - Argonavt, PJSC LUKOIL (MISX:LKOH), Alexander Ryazanov, Alexander Chachayev and Pavel Prass entered into a definitive agreement to acquire Yandex LLC from Yandex N.V. (NasdaqGS:YNDX) and others for approximately RUB 480 billion on February 4, 2024. Under the terms of agreement, the total consideration for the sale will be RUB 475 billion, subject to adjustments and payable in a combination of cash and Class A shares of YNV. At least 50% of the consideration will be paid in cash. The consideration will be paid in a combination of: (i) a cash equivalent of at least RUB 230 billion; and (ii) the transfer to YNV of up to approximately 176 million YNV Class A Shares (the “Consideration Shares”). The consortium already holds or will acquire the Consideration Shares, subject to the requisite YNV shareholder approval and regulatory consents being procured, from holders in Russia either for cash or shares in Target. The cash consideration will be paid in Chinese Yuan (CNH) outside of Russia. Following the successful completion of the transaction, in full compliance with international sanctions where applicable, YNV will hold no interest in its businesses in Russia. YNV will continue to hold the four international businesses described below, as well as the net cash proceeds of the sale. In addition, the number of Class A shares that will be outstanding following the transaction will be reduced by the amount of the consideration that is satisfied in the form of Class A shares. As part of the restructuring, Yandex N.V. will retain 4 businesses that were already being developed independently abroad: cloud platform Nebius AI, crowdsourcing platform Toloka AI, self-driving technology developer Avride and educational service TripleTen, as well as a data center in Finland and a number of small assets. Pursuant to the Share Purchase Agreement, the Purchaser and the members of the purchaser consortium may not transfer the shares in IJSC “Yandex”, or their participation interests in the Purchaser, during the 12-month period following the first closing. YNV plans to apply to delist its Class A shares from the Moscow Exchange, to be effective as of the second closing. The Target is expected to obtain public status and a listing on the Moscow Exchange in advance of the first closing.
As a part of transaction, Yandex N.V. will not be able to hire employees of the Russian company during the same period. The restriction applies to employees who were hired by Yandex during the year before the closing of the first stage of the transaction or after for three years. Following completion of the sale transaction, YNV will retain a portfolio of international businesses and other non-Russian assets, including four early-stage technology businesses and other assets: Nebius AI, an AI cloud platform that is one of the largest providers of GPU capacity in Europe; Toloka AI, a data solutions partner for GenAI and Large Language Model development; Avride, one of the leading developers of self-driving technologies; TripleTen, an EdTech service that equips people with in-demand tech skills; our data center located in Finland; and minority investments in other technology businesses. Changes will also affect the composition of the Board of Directors of the Dutch company: former head of the Russian Presidential AdministrationAlexander Voloshin, academician of the Russian Academy of Sciences Alexander Moldovan, ex-head of VTB Capital Alexey Yakovitsky and deputy general director of ANO Russia - Country of Opportunities Andrey Betin will all step down from the board and it is expected that the co-founder and general partner of Almaz Capital Partners Charles Ryan, Roger Riinia (previously held positions in Apple and a number of Dutch companies) and John Boynton, president of the investment company Firehouse Capital Inc. (currently chairman of the board of directors) will retain their seats on the board.
The consideration value YNV has negotiated and agreed with the Purchaser reflects a mandatory discount of at least 50% to “fair value”, as currently imposed as a condition to the required approval by the Government Commission for the sale of Russian assets by parent companies that are incorporated in countries considered by the Russian government to be “unfriendly”, including the Netherlands. The proposed sale will be presented for approval at a meeting of the Class A Shareholders (the “Class A Meeting”) and a separate Extraordinary General Meeting of Shareholders (the “EGM”). The sale transaction has been approved unanimously by our Board of Directors and will require the approval of a simple majority of the votes cast at the Class A Meeting and at the EGM, respectively. Completion of the Sale transaction will be implemented in two closings. At the first closing, we will sell a controlling stake in the Target of approximately 68% to the Purchaser for consideration consisting of a combination of the cash equivalent of RUB 230 billion and up to 67.8 million YNV Class A shares. The first closing is subject to certain conditions precedent, including receipt of required regulatory approvals and our shareholder approval, third-party approvals, among others and as well as the absence of any applicable sanctions or prohibition on completion. We anticipate that the first closing will occur in the first half of 2024. At the second closing, the Purchaser will pay for the remaining stake of the Target in a combination of YNV Class A shares and cash. The second closing will occur within approximately seven weeks following first closing. YNV intends to retain a portion of the net cash consideration (after adjustments, applicable taxes and other expenses) to finance the development of the retained international businesses, and ultimately to return a substantial proportion of such net proceeds to our remaining shareholders, which we currently expect will be through a share repurchase offer. As on February 14, 2024, Russian President Vladimir Putin has permitted a change in ownership of the shares in JSC Yandex Bank. As of March 6, 2024, Russian government subcommittee of the foreign investments commission has approved the deal. As of March 7, 2024, Yandex announced both Meeting of Holders of Class A Ordinary Shares and Extraordinary General Meeting of Shareholders have approved the sale. As of May 13, 2024, the consortium expects to receive no more than 107,729,866 shares of Yandex N.V via a purchase and swap. The buyback will take place at a price of 1,251.8 roubles per Yandex NV share. The swap will be done at a 1:1 ratio. As of May 17, 2024, Yandex N.V. sold a 68% stake in Yandex LLC. Yandex N.V. expects that the second and final closing will occur within seven weeks after the first closing. The consideration at the second closing will be paid in a combination of up to 108 million Class A shares of Yandex N.V., with the balance to be paid in Chinese Yuan outside Russia. Following the second closing, Yandex N.V. will have no interest in the Russian businesses. As of June 4, 2024, minority shareholders of Yandex disagreed with share sale terms. They have submitted a complaint to the Russian president, heads of the government and the Russian Central Bank, as well as to the general prosecutor.
A consortium of buyers including members of the senior management team of Yandex LLC, AMC "Lerta Capital" Ltd - Argonavt, PJSC LUKOIL (MISX:LKOH), Alexander Ryazanov, Alexander Chachayev and Pavel Prass completed the acquisition of Yandex LLC from Yandex N.V. (NasdaqGS:YNDX) and others on July 15, 2024. As part of the deal's second closing, receiving a total of $2.8 billion (RUB 246.0514 billion) in cash and 162.5 million YNV class A shares. As part of the second and third closing, The consideration was paid in a combination of 94.9 million YNV class a shares and cash of approximately $180 million (CNY 1293.3 million) for second closing of approximately 28%.
