5 Feb 2024 14:39

Yandex N.V. selling Yandex to consortium for 475 bln rubles, ceding place on MOEX to Russian International JSC

MOSCOW. Feb 5 (Interfax) - Yandex N.V . (YNV), the Dutch parent company of the Yandex group, has agreed to sell the group's Russian business to a consortium of private investors for 475 billion rubles, the company said in a press release.

The terms of the deal factor in the Russian authorities' standard requirement for at least a 50% discount on the market price when nonresidents sell assets. Yandex N.V.'s weighted average market capitalization in the three months that ended on January 31 was about $10.2 billion (918 billion rubles), and the assets included in the deal generated more than 95% of the group's revenue in the first nine months of 2023, Yandex said.

The consideration for sale will be payable in a combination of cash and Class A shares of Yandex N.V., with at least 50% of the consideration to be paid in cash. The seller will therefore receive the cash equivalent of at least 230 billion rubles in Chinese yuan and approximately 176 million Yandex N.V. Class A shares. The buyer already holds or will acquire the consideration shares, the press release said.

As a result of the deal, a recently registered international joint-stock company (IJSC) incorporated in Russia will become Yandex's parent company. The company received 99.999% of shares in Yandex LLC in January.

Upon completion of the transaction, the Dutch company intends to delist from the MOEX, and the Russian IJSC will enter the exchange in its place.

The principal owner of the IJSC will be Consortium.First, a closed-end mutual investment fund led by senior executives from the group's Russian business. The other members of the consortium are entities owned by oil company Lukoil , former Gazprom deputy chairman Alexander Ryazanov, Leta Capital founder Alexander Chachayev and Infinitum CEO Pavel Prass.

It is assumed that the closed mutual fund can offer holders of Class A shares of Yandex "various options for their positions in securities."

"This may allow retail investors to become shareholders of IJSC Yandex after the company enters the MOEX," the message says, without specifying details.

Yandex N.V. plans to use a portion of the net cash consideration to finance the development of the retained international businesses, and ultimately to return a substantial proportion of the proceeds to its remaining shareholders, which it expects will be through a share repurchase offer.

Yandex N.V. will retain the following businesses: the Nebius AI cloud platform, the Toloka AI crowdsourcing platform, Avride unmanned technologies and the TripleTen educational service. The Dutch group will change its name and stop using Yandex brands by July 31; the right to use some of the technologies will remain until the end of the year.

Russian Yandex will retain all other businesses, services and assets that currently belong to the Dutch group. The company will also retain the rights to all technologies. Currently, Yandex's portfolio includes about 1,000 patents for its own technologies.

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