Acquisitions, divestitures and VK JVs (formerly Mail.ru Group)

Main article about the company: VK (formerly Mail.ru Group)

2024

VK bought 40% of the cloud service for managing ticket sales for Intiquets events

On May 3, 2024, VK announced to TAdviser the acquisition of 40% of Intiquets, which is the developer of a cloud service for controlling and managing ticket sales for cultural and entertainment events Intickets.ru. The financial terms of the transaction were not disclosed. Read more here.

1C and VK became co-owners of Tochka Bank

On March 21, 2024, representatives of Tochka Bank shared with TAdviser information that the formation of the target structure of Tochka JSC was completed. VK and 1C joined the consortium of investors, which earlier, together with the management, bought out 100% of the shares of Tochka JSC. Read more here.

VK bought 70% of "Many Applications"

VK bought the Many Applications company, which participated in the development of the RuStore mobile application store. The corresponding entry on the transaction in the Unified State Register of Legal Entities (Unified State Register of Legal Entities) was entered on February 5, 2024. Read more here.

2023

Veb Ventures bought 53% of the Развивай.рф marketplace from VK

On December 20, 2023, it became known that the Veb Ventures fund entered into an agreement to buy out VK's stake in the Развивай.рф marketplace (part of the ВЭБ.РФ group). The deal, the amount of which was not disclosed as of the specified date, is expected to allow VK to focus on the development of other B2B areas. Read more here.

VK bought 100% of service business management system developer YClients

VK On December 20, 2023, the company announced the acquisition of a 100% stake in the group of companies - an YClients developer the Russian online recording and business automation platform in the service sector. According to representatives of VK, the TAdviser purchase of YClients continues to implement the company's strategy in the medium and segment. small business More. here

Buying Ufirst English Online School

In mid-December 2023, it became known about the sale of a network of English schools UFirst holding VK. The latter conducts the transaction through a subsidiary structure - the online platform "Учи.ру." Read more here.

VK increased to 90% share in the online school "Tetrika"

VK increased its stake in the Tetrika online platform to more than 90%. The press service of the Russian Internet holding announced this on August 28, 2023, without disclosing the financial terms of the agreement. Read more here.

VK sold control at MGL Wallet

VK sold control of Cypriot fintech company MGL Wallet. The Internet holding announced this in its reports published on August 10, 2023. Read more here.

VK acquired 26% of the application developer from Rostelecom

On July 3, 2023, it became known about the sale of 26% of Nota-RTK LLC to VK Holding. The seller in the framework of this transaction was the company RT Labs, which is part of Rostelecom, which is engaged in system integration. Read more here.

VK bought a company that owns the rights to rent in the house of Singer in St. Petersburg

VK bought 100% of Singer CJSC, which owns long-term lease rights for premises in the famous Singer House in St. Petersburg. This became known at the end of June 2023.

In August 2023, VK disclosed the cost at which it bought the right to rent Singer's House - 2.5 billion rubles. This was reported in the holding's statements for the second quarter and the first half of 2023.

According to the VK report, the main purpose of the purchase was to optimize the structure of the group's lease payments, as well as to generate additional income from subleasing the premises.

Read more here.

VK completed the sale of platform supplier r_keeper "Foodplex" to the previous owners

VK completed the sale of Foodplex and Yusies (UCS) (develops a platform for automating r keeper restaurants) to their former owners - Grigory Gurevich and Yevgeny Malakhov. Both companies passed to two owners in equal shares, representatives of Foodplex told TAdviser on April 25, 2023. The amount and terms of the transaction were not disclosed. Read more here.

VK has become the owner of an office center that takes more than 10 years. The transaction is estimated at 12 billion rubles

The Linder company associated with VK became the owner of the Achilles company, on the balance sheet of which is one of the towers of the Skylight business center on Leningradsky Prospekt in the north of the capital. The deal was closed in March 2023, according to data from the SPARK-Interfax system. Read more here.

VK bought 100% of Digital Education

On March 30, 2023, VK Holding announced the signing of binding documents on the consolidation of 100% in a joint venture with Rostelecom - Digital Education, which is developing the Spherum educational platform designed for communication between teachers, schoolchildren and their parents. Its participants do not disclose the financial and other terms of the concluded agreement. The deal is scheduled to close in April 2023. Read more here.

VK bought 100% of Money.Mail.Ru.

In February 2023, it became known about the sale of Деньги.Мэйл.ру to the VK holding. The corresponding permission was signed by President RFVladimir Putin. The seller of the asset was the Cypriot P.J.V. DIGITAL FORCES LTD. Read more here.

VK sold a service for automating restaurants

On February 17, 2023, VK Holding announced the sale of Foodplex, which is a platform for automating the operation of R keeper restaurants, to the founders of this service. Its participants did not disclose the financial terms of the transaction. It is only known that it is planned to be closed in March 2023. Read more here.

VK became 100% owner of the educational platform for schoolchildren "Учи.ру"

The Russian technology company VK has consolidated 100% of the online platform for schoolchildren "Учи.ру," having bought out the remaining share in the amount of 75%. The transaction amount amounted to 8.7 billion rubles. This was announced on February 20, 2023 to TAdviser by representatives of VK. According to the company's calculations, the deal will allow VK to strengthen its position in the segment of additional school education. Read more here.

2022

The investment company Prosus has left the shareholders of VK. The share of 25.7% was written off free of charge

On November 10, 2022, it became known that the investment company Prosus had left the shareholders of VK. The share of 25.7% was written off free of charge in favor of the Russian holding. Read more here.

VK bought 25% of Goodt

On October 17, 2022, VK Holding announced the purchase of 25% of Goodt develops solutions for automation of HR processes. Financial and other terms of the transaction were not disclosed. It is only known that the share in Goodt was sold by Lanit Group of Companies. Read more here.

VK acquired Interactive Video Technologies

On October 7, 2022, it became known about the sale of the Movika service to the VK holding. The seller of the majority share in the interactive video service was Sberbank. Read more here.

Sale of an e-sports team Virtus.pro for 174 million rubles

VK sold one of the strongest esports teams in the world for Virtus.pro 174 million rubles. This is stated in the reports of the holding, which was published on March 16, 2023. Read more here.

VK sells My.Games gaming business for $642 million to managing partner Leta Capital

On September 27, 2022, VK announced to TAdviser the completion of a multi-stage procedure for choosing a buyer for the game direction and the sale of 100% to My.GamesAlexander Chachava, managing partner of Leta Capital. The transaction value amounted to $642 million. Read more here.

Yandex and VK completed the exchange of assets

Yandex"" VK and completed the asset swap, which was announced on September 12, 2022. Under the terms of the agreement, Yandex handed over the VK service and Zen the news aggregator, News but received a platform for delivering food and food. Delivery Club After the transaction was closed, changes began to occur in the operation of services. More. here

VK reveals Mamboo Games purchase price

In September 2022, the VK holding disclosed the purchase price of the Belarusian developer of mobile games Mamboo Games. According to documents released by the company, the purchase of 51% of the startup cost 241 million rubles. This amount includes an initial cash payment of 168 million rubles, as well as 34 million rubles, which were credited to repay Mamboo Games' convertible debt to VK. In addition, VK has deferred payments to the owners of Mamboo Games in the amount of 39 million rubles. Read more here.

Signing of binding agreements on the purchase of VK services Yandex.Novosti and Yandex.Zen

The companies VK Yandex also announced TAdviser the signing of binding documents on the transaction on August 23, 2022. According to its terms, VK will become the owner of content the platforms "Zen" "News" and transfer to Yandex a service for the delivery of ready-made food and food, Delivery Club which VK consolidates during the restructuring - Holding O2O a joint venture of VK and. " "Sberbank More. here

Acquisition of 100% stake in Delivery Club and withdrawal from O2O Holding

On August 23, 2022, VK informed TAdviser about the signing of binding documents, according to which the company will receive 100% stake in the Delivery Club food and food delivery service and will withdraw from the O2O Holding members. Read more here.

Details of taking control of Skillfactory

VK Holding (formerly known as Mail.ru Group) has disclosed details of establishing control over the Skillfactory platform, training professions in data and IT. This became known on August 10, 2022. Read more here.

Negotiations on the acquisition of Avito

The Russian holding VK aimed to buy Avito. This became known on June 15, 2022. The parties have sat down at the negotiating table, but it is not yet known at what stage they are at, and what is the size of the amount of the future transaction. Read more here.

Purchase of Yandex.News and Yandex.Zen services

On April 28, 2022, VK Holding announced the purchase of the VK Novosti (formerly Yandex.News) news aggregation service and the VK: Zen (formerly Yandex.Zen) recommendation platform from Yandex. Read more here.

2021

VK bought a 40% stake in Skillfactory for 1.09 billion rubles

In August 2022, VK's expenses for the purchase of the online educational platform Skillfactory became known. According to the holding's materials, in 2021 he exercised an option to buy a 40% stake in Skillfactory, as a result of which the corporation's share in the EdTech project reached 63.76%. At the time of that deal, VK owned 18.3% in the startup. Read more here.

VK Joins Skillbox Limited Holding

On October 5, 2021, the Mail.ru Group announced the accession of the SkillFactory educational platform to the Skillbox Limited holding, which also includes the EdTech projects Skillbox and GeekBrains. Read more here.

Investing in O2O Holding, a food tech company

On October 7, 2021, it became known about additional investments in O2O Holding. Sber and Mail.ru Group contributed 12.2 billion rubles to the capital of their joint venture (JV), as a result of which the total investment in this business reached 43 billion rubles. The partners split this funding equally. Read more here.

Mail.ru Group combines SkillFactory educational platform with Skillbox and GeekBrains

On October 5, 2021, the Mail.ru Group announced the accession of the SkillFactory educational platform to the Skillbox Limited holding, which also includes the EdTech projects Skillbox and GeekBrains. Read more here.

Investing $60.3 million in AliExpress Russia

On August 11, 2021, the Mail.ru Group announced the investment of $60.3 million in AliExpress Russia in exchange for additional shares of the company issued as part of a new issue. Read more here.

Acquisition of mobile game developer BeIngame

VK (formerly Mail.ru Group) revealed the details of the acquisition of the developer mobile games BeIngame (trade Ingame brand). In 2020, Mail.ru Group increased its stake in this company from 25% to 100%. This became known on July 15, 2021. More. here

Sale of 49% of GeekBrains to Almaz Capital Partners

In July 2021, it became known that the Almaz Capital Partners fund Alexander Galitsky bought out a 49 percent stake in GeekBrains from VK (formerly Mail.ru Group). This is evidenced by the data of the database "Kontur. Focus ." Read more here.

Buying the Native Roll video advertising platform

At the end of May 2021, it became known that [[VK (formerly Mail.ru Group)|Mail.ru Group] became the 100% owner of Native Roll. Previously, the share of the Internet holding in the startup was 75.83%. Read more here.

Buying a cloud developer to run powerful games on weak Playkey devices

At the end of May 2021, it became known about the sale of Playkey to Mail.ru Group. Its participants did not disclose the cost of the transaction. It is planned to close it during 2021. Read more here.

VTB Capital Investments bought part of the Mail.ru Group office in SkyLight

On May 24, 2021, it became known that VTB Capital Investment, in the interests of investors in the closed mutual investment fund of real estate (ZPIFN) VTB Capital - Rental Income, bought 5.5 floors in the SkyLight business center on Leningradsky Prospekt in Moscow. Read more here.

Signing of binding documents on the creation of two JVs

On February 12, 2021, MegaFon informed TAdviser that, together with VK (formerly Mail.ru Group), USM, Ant Group and RDIF, they signed binding documents on the creation of two joint ventures (JV) - payment and financial. Earlier, in 2019, the parties signed non-binding documents and announced a partnership to expand access to financial services in Russia. Read more here.

2020

Mail.ru Group became the sole owner of GeekBrains

At the end of December 2020, Mail.ru Group became the sole owner of the GeekBrains EdTech project. This is evidenced by the data of the Unified State Register of Legal Entities. Read more here.

Investing in the online educational platform "Учи.ру"

On December 8, 2020, the online educational platform "Учи.ру" announced the attraction of investments from the Russian Direct Investment Fund (RDIF), the Russian-Chinese Investment Fund (RCIF) and the Internet holding Mail.ru Group. Read more here.

Sale of mapping service Maps.me for Daegu Limited

On November 2, 2020, Mail.ru Group announced the sale of Maps.me. The cartographic service created by Belarusian IT entrepreneurs is bought for 1.557 billion rubles by Daegu Limited, which is part of the Parity.com Group, according to a press release from the Mail.ru Group. The timing of the closure of the deal at the time of its announcement has not been announced. Read more here.

Increase of share in Skillbox to 70% and acquisition of 45% in Tetrika online school

Against the background of the growing demand for online learning during the пандемииMail.ru, the Group is increasingly investing in educational platforms. The holding increased its share in the Skillbox service to 70%, having bought 10% from the co-founder, and acquired 45% in the Tetrika online school, which offers to remotely prepare for the exam with a tutor. Read more here.

Raising $600 million for new purchases and joint ventures with Sberbank

On September 23, 2020, Mail.ru Group announced the issuance of Global Depositary Receipts (GDRs) to increase capital by about $200 million. Also, the Russian Internet holding decided to place convertible bonds for $400 million with a maturity of 2025. Coupon on bonds - 1.625%.

An investment bank has been appointed as the coordinator and bookrunner of the bond placement, the Morgan Stanley Mail.ru Group said in a statement for. London Stock Exchange Shareholders of Mail.Ru, a Chinese company Tencent and investment fund, expressed their intention to take part in raising capital. Naspers

Thus, the Mail.ru Group will raise $600 million. The company plans to spend these funds in four main areas:

• development and organic growth of existing holding verticals;
• potential M&A transactions, especially in business areas, the growth of which was spurred by the pandemic;
• financing of joint ventures O2O Holding"" with Sberbank and "" with AliExpress Russia, and Alibaba Group Russian Direct Investment Fund "";MegaFon
• financing loans to group companies for the above purposes.

The GDR placement price is set at $28. This is below the close of trading on September 23, 2020, when the price on the London Stock Exchange was $30.6. In total, about 7.1 million securities will be issued.

Global depositary receipts (GDR) of the Mail.ru Group during trading on the Moscow Exchange on September 24, 2020 fell by 5% to the close of the previous session - to 2 thousand 210 rubles per paper, according to the site data at 10:06 Moscow time. At the same time, by 10:12 Moscow time, GDR Mail.ru Group dropped by 6.2% - to 2 thousand 180.8 rubles apiece. As of 10:20 Moscow time, the company's quotes slowed down to 5.4%, the securities were trading at 2 thousand 199.4 rubles apiece.^[1]

Purchase 18.31% in SkillFactory educational project

On July 6, 2020, Mail.ru Group announced its investment in the SkillFactory online educational service. After completing the transaction, the Internet holding will receive an 18.31% stake in the startup and an option to buy additional shares. Read more here.

Mail.ru Group secures 40% stake of Alexander Eroshkin in SkillFactory

In June 2020, VK (formerly Mail.ru Group) received a pledge of 40% in the online educational service SkillFactory and may become its co-owner. This is the share of one of the co-founders of the company, Alexander Eroshkin. He clarified to Kommersant that SkillFactory was "attracting investment," but refused to disclose details, citing the agreement.

The entire asset, according to expert estimates, can cost up to 2 billion rubles. Mail.ru Group, in parallel with Yandex, Sberbank, Severstal and Skyeng, is creating its own ecosystem in the educational market. The group has already acquired stakes in GeekBrains, Skillbox and Algoritmika.

Purchase together with Sberbank of control in the express delivery service of goods "Scooter"

The joint venture Sberbank VK (formerly Mail.ru Group) in the field transport and technologies in the field of food distributions acquired a controlling stake in the express delivery service of groceries and household goods. " Scooter Sberbank announced this on May 21, 2020. TAdviser More. here

2019

Buying YouDrive Car Sharing

On August 22, 2019, Mail.Ru Group announced the acquisition of a controlling stake in YouDrive in conjunction with the investment company Proxima Capital Group. The financial terms of the agreement were not disclosed, as well as the size of the share of the car-sharing service, which entered the perimeter of the transaction. Read more here.

Sberbank and Mail.ru Group signed an agreement on the creation of a Russian O2O services platform

On July 25, 2019, Sberbank and Mail.ru Group announced plans to create a Russian platform for O2O services (online-to-offline) in the field of food and transport. The joint venture will operate in the two largest digital consumer markets in Russia, the total volume of which will exceed 1 trillion rubles on the horizon of 3 years, with an expected average annual growth of more than 30%. Participation in the company will be distributed among partners in a ratio of 50/50 percent. Read more here.

2018

80% option purchase agreement with United Media Agency

On December 27, 2018, Mail.Ru Group announced the signing of an option agreement on the acquisition of the remaining 80% stake in the capital United Media Agency (OMA, as well as United Media Agency, UMA), the developer of the music library. Boom After the exercise of the option, Internet the holding will become the owner of a 100% stake in Boom. More. here

Sale of the BeepCar carpooling service

Mail.ru Group and BlaBlaCar, a travel companion search service, announced a partnership on August 6, 2018. As part of the collaboration, BlaBlaCar will buy out the BeepCar carpooling service from the company, launched in 2017, and will promote carpooling at Mail.Ru Group sites. The financial terms of the transaction were not disclosed. Read more here.

ESforce acquisition for $100 million net of debt

Mail.ru Group on January 22, 2018 announced the purchase of a 100% stake in the esports holding ESforce (Isforce Rus). The purchase cost at the close of the transaction will be $100 million minus debt. Also at the end of 2018, an additional payment will be made, the amount of which may be about $20 million. Mail.Ru Group will fully consolidate ESforce and disclose its financial results on a comparable basis. At the same time, in the combined structure, ESforce will remain an independent holding, and this decision will not affect the status and operational work of the company. Read more here.

2016: Sale of HeadHunter for 10 billion rubles to Elbrus Capital Fund

In February 2016, it became known that Mail.Ru Group sold the HeadHunter portal for 10 billion rubles. The buyer was a group of investors led by the Elbrus Capital private equity fund.

The deal was closed on February 25. The entire amount will be paid in two tranches: the first, in the amount of 5.5 billion rubles, has already been received by Mail.Ru Group, the second, in the amount of 4.5 billion rubles, will be received by April 30, 2016.

HeadHunter owns the largest recruiting portal in Runet hh.ru and the site Career.ru. In addition, HeadHunter managed the recruiting direction of the Mail.Ru Group holding - "Работа@Mail.ru" (this portal will remain under the management of HeadHunter after separation from Mail.Ru Group, said HeadHunter CEO Mikhail Zhukov in a conversation with RBC).

Mail.Ru has been trying to sell the asset to the Elbrus Capital fund since the fall of 2014, but in April 2015 it told investors that the deal had collapsed. Elbrus Capital failed to attract money in the West to invest in Russian assets in the context of difficult political relations between Russia and the West, a source close to one of the parties to the transaction told RBC a year ago. In the fall of 2014, the parties discussed a potential deal on HeadHunter for the same 10 billion rubles.

Since the fall of 2014, in fact, the structure of the buyer pool has completely changed, which, in addition to Elbrus Capital, includes Russian and foreign funds, Dmitry Kryukov, managing partner of Elbrus Capital, told RBC. The original agreement with Mail.Ru Group was signed in November 2014, and the deal was to be closed in February 2015. However, in December 2014, the ruble fell sharply, and foreign investors who were part of the syndicate changed their minds to participate in the purchase of the asset. It took almost a year for Elbrus Capital to find new partners in the deal. According to Vedomosti, Goldman Sachs Bank has become one of the investors.

The structure of the ex-CEO of MegaFon and the former member of the board of directors of Mail.ru Group Ivan Tavrin refused the preemptive right to buy out HeadHunter in exchange for the right to receive 9% of any income of Highworld Investments Ltd and ELQ Investors VIII, including from the sale of shares on the stock exchange, which was used after the IPO of HeadHunter, which took place later.

Natalia Godzhaeva, general director of hh.ru 's competitor, the Superjob.ru portal, considers the total amount of the transaction "rather modest." "But this is quite understandable: the economic situation in the market as a whole is now not in favor of the seller," she says.

"HeadHunter is a ruble asset, their revenue and EBITDA for the two years that negotiations are underway on the purchase have practically not changed, so the price has not changed," explains Dmitry Kryukov, managing partner of Elbrus Capital.

HeadHunter's revenue in 2015 decreased by 1.5%, to 3 billion rubles, EBITDA fell by 2.5%, to 1.5 billion rubles.

HeadHunter, being a non-core asset within the Mail.Ru Group, almost did not develop, said Otkritie FC analyst Alexander Vengranovich. That is why the asset was sold with a much lower ratio to EBITDA (6.6 to EBITDA for 2015) than the entire Mail.Ru Group. The deal is beneficial for both parties: HeadHunter will be able to develop within the framework of Elbrus Capital, and Mail.Ru Group will receive enough cash to pay off the balance of the debt for VKontakte and start paying dividends by the end of 2016, Vengranovich points out.

Mail.Ru Group took a loan from Gazprombank in the amount of 22.2 billion rubles. to buy 48% of the VKontakte social network from the UCP fund. As of December 31, 2015, the amount of unpaid debt amounted to 6.9 billion rubles, according to the company's annual report.

Elbrus Capital has a long-standing relationship with Mail.Ru Group. In 2007, about 5% of Mail.Ru Group (then called Digital Sky Technologies) acquired the Renaissance Private Equity fund. In 2009, Kryukov and his partners bought the fund's management company from Renaissance. Together with her, they received assets, including Mail.Ru Group. After the restructuring of the group, Elbrus Capital's stake in Mail.Ru eroded to less than 1%.

2012: Sale of Groupon and Zynga shares

In November 2012, it became known that the Mail.ru Group had completely left the shareholders of Groupon and Zynga, said the representative of the group Ksenia Chabanenko. When Mail.ru Group entered the London Stock Exchange in November 2010, it owned minority stakes in three foreign Internet companies: 2.4% of the social network Facebook, 5.13% of Groupon and 1.4% of Zynga. During Facebook's IPO in May 2012, the group sold part of its shares for $855 million, and in August 2012 announced the payment of most of this amount - $795 million - in the form of dividends. When the moratorium on the sale of another part of Facebook shares expired, the sale resumed, so that as of November 2012, only 0.52% of the owner of the social network remained at the disposal of the Mail.ru Group. Mail.ru Group will be entitled to part with this package in May 2013.

In parallel, it cut shares in Groupon and Zynga. These assets were financial for the group, and not strategic, it planned to implement them on suitable terms and fully focus on the main business - the Russian Internet, which happened, explains Chabanenko. Now on the balance sheet of the Mail.ru Group from $850 to $900 million, and there are practically no debts, she notes. "Mail.ru Group has always been clear that it sees no opportunity to sit with more cache on the balance sheet," group managing director Matthew Hammond told a conference hosted by Morgan Stanley on Friday (Reuters quotes). - This year we have already paid special dividends [in the form of funds from the sale of Facebook shares] - I think the largest in the history of the Internet<...> I think this is a good illustration of how we treat excess cash^[2].

Mail.ru Group may also use part of the proceeds from the sale of foreign assets to acquire "smaller assets," Hammond did not rule out. In particular, according to him, Mail.ru Group remains interested in increasing its share in the social network In contact"," where the group owns 39.99%. "Strategically for Vkontakte, it makes a lot of sense to become part of the Mail.ru Group," Reuters quoted Hammond as saying. "We always said clearly that we would like to buy it. But it's pretty obvious that there's a disagreement in the price.'

Pavel Durov, general director and co-owner of Vkontakte, calls these words "the most epic heresy." "In contact" is already number one in Runet, he is sure: in total, users spend more time on this network than in any other service. According to TNS measurements for September 2012, Vkontakte's monthly audience was 27.8 million unique users, exceeding the audience of both Yandex's homepage (27.6 million) and Mail.ru 's mail (25.6 million). According to the Liveinternet.ru counter, which Vkontakte itself trusts more (so much so that it even refused to participate in TNS measurements), 37.5 million unique users visited its pages in September, and 39.3 million in October.

There are no decisions on the deal with VKontakte or on dividends yet, says Chabanenko.

Mail.ru Group has enough profits to finance new projects, so it was logical to send part of the money from the sale of Facebook shares to dividends and investors appreciated this step, says Uralsib analyst Konstantin Belov. If the Mail.ru Group is able to agree on an increase in the share in Vkontakte, then the money for this deal will be easy, he is sure.

2011

Purchase of 7 % of Groupon shares for $151 million

In June 2011, it became known that Mail.ru Group and DST Global Alisher Usmanov invested $151 million in Groupon, receiving a total of 7% of the company's shares. The market value of the package may be $1.5 billion.

Purchase of Groupon shares for $51 million

The discount service Groupon, in preparation for the IPO, disclosed information about the investments made in it. In January 2011, DST Global bought 1.6 million Class G preferred shares of Groupon for $51 million. Thus, in total (taking into account previous transactions), the Russians invested $151 million in Groupon. Earlier it was already known that Mail.ru Group and DST Global own minority Groupon stakes, but the amount of investment was not disclosed. In Groupon's preparation for the IPO, each Class F share will be converted into 6 Class A ordinary voting shares and each Class G share into two Class A shares. Thus, Mail.ru Group will own 18.6 million Class A shares, DST Global - 3.2 million. The shares of these companies in the authorized capital of Groupon will be approximately 6.2% and 1%, respectively.

In voting actions, the shares of Russians will be even smaller. The fact is that Groupon, like Mail.ru Group and Yandex, uses protection against unfriendly takeover by dividing voting shares into two types: ordinary (one share - one vote) and "super-voting." Yandex has one "super-voting" share of class B corresponds to 10 votes, Mail.ru Group has a similar share of class A - 25. How many votes Groupon will have for one "super-voting" Class B share has yet to be decided.

Groupon's main owners of Class B shares are its three founders. CEO Andrew Mason and Chairman Eric P. Lefkofsky own 500 thousand Class B shares through Andrew Mason Trust and Green Media, respectively, and Board member Bradley Keywell through Rugger Ventures - 200 thousand shares.

Based on preliminary estimates, the Mail.ru Group gjckt IPO package will cost $1.24 billion, DST Global - $200 million. In this case, Mail.ru Group may earn more than $1.1 billion from its investments in Groupon, DST Global - $150 million.

2010

Consolidation of 100% of the shares of the social network "Odnoklassniki"

On August 31, 2010, the DST fund announced the consolidation of a 100% stake in the Odnoklassniki social network. DST bought Odnoklassniki shares directly and indirectly since 2007, by the beginning of 2009 the holding owned a controlling stake in the network: at that time DST owned 75% of the Baltic holding Forticom, which owned 60% of Odnoklassniki through the British Odnoklassniki structure.

Now DST has become the sole owner of Odnoklassniki: this happened thanks to the redemption of shares of minority shareholders of Forticom and Odnoklassniki themselves. The terms of the executed transactions in DST did not disclose. Earlier, among the shareholders of Forticom were the founder of the company Vitaly Rubinstein and the Tiger Gobal Managment fund, and the founder of the network Albert Popkov and his wife Irina owned shares in Odnoklassniki. Popkov did not deny the sale of his shares in DST.

Sale of a stake in the Polish social network Nasza-klasa

In early 2010, talks were reported between DST and its then Mail.ru partner - a South African holding Naspers - to merge the Polish social network Nasza-klasa with Naspers-owned Polish instant messaging service Gadu-gadu. But by the end of August 2010, DST had left the Nasza-klasa business. Forticom transferred a 70% stake in Nasza-klasa to its former minority shareholders.

The decision to get rid of Nasza-klasa could be made by DST in view of the preparations for the IPO of the fund, a source in one of the DST partner companies believes. "The Russian assets of the fund will be withdrawn to the IPO, and therefore the need for Polish assets has disappeared."

Increase Facebook stake to 10%

In May 2010, DST bought another 5% stake in Facebook, bringing its stake in the social network to 10%. The increase in DST's share in Facebook was reported by Businessweek magazine, citing two sources close to the owners of the network. The information was confirmed by a source close to one of the negotiators; This was heard by a source familiar with DST shareholders. Vedomosti interlocutors did not disclose the amount of the transaction and when the shares were bought.

DST entered Facebook capital in May 2009, having bought 2% of the network's preferred shares in an additional issue for $200 million. Soon, the fund announced the purchase of 1.5% of ordinary shares from employees for $97.5 million. Then DST acquired the same amount, by the fall bringing its stake in Facebook to 5%, said the shareholder of the investment company.

DST also bought the next 5% of the shares from the network's employees, says a source close to one of the buying participants (Businessweek writes about the same). A DST spokesman declined to comment. Facebook does not comment on deals between shareholders, its spokesman said. However, in April, the social network banned its employees from selling shares in the secondary market.

Purchase of Groupon shares for $100 million

In April 2010, Mail.ru Group, then known as Digital Sky Technologies (DST), acquired 3.1 million Class F preferred shares for $100 million.

ICQ purchase for $187 million

On April 28, 2010, AOL and DST announced that they had reached an agreement to acquire DST's ICQ service for $187.5 million.

2009

Negotiations with AOL to sell ICQ

On December 14, 2009, it became known that DST was negotiating with an American media company AOL to buy an instant messaging service. ICQ This was reported by the Wall Street Journal, citing knowledgeable sources. According to the publication, negotiations between the companies are at an early stage. It is known that AOL is also discussing the possibility of selling its instant messenger with other companies. For ICQ Digital Sky Technologies can pay from $200 million to $300 million.

Previously, it was already known about AOL's plans to sell the ICQ service, which is a non-core asset for the company, after the separation from Time Warner, which took place last week. Back in November 2009, AOL hired two New York investment banks - Morgan Stanley and Allen & Co. - to help sell ICQ. At the same time, it became known that two large companies were not interested in buying ICQ. USA Now representatives of AOL and Digital Sky Technologies declined to comment on the information about the negotiations.

Buying a 1.5% stake in Facebook

In August 2009, DST acquired 1.5% of Facebook's common stock for $100 million. In connection with the re-signing, the redemption of an additional package is possible, FT sources say. Alisher Usmanov still does not interfere in the management of the company. Usmanov's money went to finance several DST transactions in 2009, including the purchase of Facebook shares.

Buying Facebook shares

In May 2009, Digital Sky Technologies (DST) made an offer to acquire small stakes in the California-listed social network Facebook, according to the Wall Street Journal (WSJ) and The Telegraph. According to publications, DST wants to buy preferred shares of the company for $200 million, valuing all preferred shares at $10 billion (thus, if the transaction is carried out, DST will become the owner of 2% of the prefs).

DST also offers to purchase ordinary shares from employees of the company for $150-200 million, depending on how many people agree to sell their securities. The fund estimates all ordinary shares at $6.5 billion, that is, in the event of a transaction, it will become the owner of 2.3-3% of ordinary shares. Meanwhile, Facebook's prefs have an advantage over ordinary shares, particularly the right to a return on investment if the company is sold.

In July 2009, DST sent an Facebook offer to shareholders, including employees, for the purchase of ordinary shares in the amount of up to $100 million. The co-owner of DST Yuri Milner confirmed to Vedomosti: the offer has been made, and if the company buys back shares for all $100 million, it will receive about 1.5% of ordinary shares. Facebook Taking into account previously acquired preferred shares, DST will have about 3.5% of the network, he added. Facebook spokesman Brandy Barker confirmed the offer.

These are two related deals, adds a source close to the DST board, and Facebook supports the DST offer sent to employees. "The price offered by DST is much higher than the one discussed last fall," Facebook founder Mark Zuckerberg reported through the press service. "This is confirmation that Facebook continues to grow, but everyone will make the final decision [whether to sell DST shares or not] on their own."

Then Facebook offered its employees until November 1 to sell part of its shares based on the valuation of the entire company at $4 billion, but then changed its mind due to the "incredibly difficult situation" in the global economy.

Some of the funds for DST transactions were provided by shareholders, the rest amounted to dividends from her other investments, says Milner, but does not disclose which ones. Representatives of DST shareholders did not say what amounts they provided to the company to buy Facebook shares.

Even by buying another 1.5% stake in Facebook, DST won't get a seat on the company's board, Milner says, but DST doesn't claim it now. He calls the Facebook investment portfolio, but long-term. Earlier, DST representatives said that they did not intend to unite Facebook with the largest Russian social networks - In contact"" and Schoolmates"."

Milner likes the rapid growth of Facebook, in particular reaching other countries: now it has more than 225 million users in 63 languages. Its revenue in 2009 will grow by 70% and exceed $500 million, Zuckerberg said.

DST, according to Milner, expects to complete the purchase of Facebook shares by the end of August 2009. The offer made ($14.77 per ordinary share) applies to all co-owners of Facebook at once.

Notes