MOSCOW, February 5 Dutch Yandex N.V. concluded a deal to sell the Russian business of Yandex for 475 billion rubles to a consortium of private investors, the company announced.
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"The new parent company of Yandex" will become the International Company Joint Stock Company (ICAO) «Yandex», says the press release.
It is noted that the transaction amount takes into account a discount of at least 50 percent of the market value, as required by the government Foreign Investment Control Commission.
The deal will be paid for with a combination of shares and cash, with the cash portion being at least half. The seller will receive a reward equivalent to at least 230 billion rubles, which will be paid in Chinese yuan.
The company being sold accounted for more than 95% of consolidated revenue of the Yandex group for the first nine months of 2023 and approximately 95% of the group's consolidated assets and employees.
The sale must be approved by the shareholders of Yandex N.V. and regulators.
The Dutch company said it plans to use part of the proceeds from the sale — after adjustments, taxes and other expenses — to finance the retained international business and ultimately return a significant portion of the proceeds to shareholders.
Yandex will become the main owner of MCAO closed mutual investment fund «Consortium.First» headed by Yandex managers. In addition to them, the consortium has four more shareholders:
- structure of the founder of the venture fund LETA Capital Alexander Chachav;
- structure of the general director of the specialized depository «Infinitum» Pavel Prass;
- structure of the Lukoil group;
- structure of the investor Alexander Ryazanov.
None of the shareholders have a controlling stake, » Consortium.First» will be able to nominate six out of ten members of the board of directors of MKAO «Yandex».
The management of the company and the right to make key decisions will be retained by the Yandex management team; for this purpose, a “Managers Fund” has been created. He will have the right to veto when making decisions on special issues at the board of directors and general meeting of shareholders. Among them are reorganization, budget, major transactions and changes to the charter.
The «Managers Fund» will nominate two members of the board of directors.
The deal will not include foreign startups Yandex N.V and a data center in Finland .
Until July 31, 2024, the Dutch company will change its name and stop using Yandex brands.