MF Technology (ITF)

History

2021

Gazprom Media became a co-owner of the company with a share of 45 %

On December 3, 2021, Gazprombank announced that as a contribution to the property of Gazprom Media Holding JSC, a stake in the amount of 45% of the authorized capital of MF Technology JSC, which controls 57.3% of the voting shares of VK (formerly Mail.ru Group). As a result of the transaction, Gazprom-Media Holding JSC became a shareholder in MF Technologies JSC.

VK will retain the status of an independent company and will develop its own digital ecosystem, a representative of Gazprom Media told Kommersant. According to him, according to the results of all transactions, structures close to PJSC Gazprom received an absolute majority of voting shares in VK. Sources of The Bell in the market are confident that the new shareholders will soon replace the leadership of VK. Gazprom Media Holding did not comment on this information and only added that they "highly value the achievements and work of current management."

Earlier in 2021, Sogaz and Gazprombank together received a 90% stake in the company controlling VK. These two transactions imply that the structures affiliated with Gazprom actually become VK's controlling shareholders, VTB analysts explained.

By the end of September 2021, MF Technologies owned 4.8% of the economic and 57.3% of the voting share in VK. The shareholders of VK are also the structure of the South African holding Naspers - Prosus (25.7% economic and 12.3% voting share), Alibaba Group (9.5% and 4.5%), Tencent (7% and 3.3%).

Gazprom-Media Holding is the "daughter" of Gazprombank, combining it into media assets. Among them are NTV, TNT, Match TV, TV3, Friday, Autoradio, Echo of Moscow. The board of directors of the holding is headed by the head of Gazprom Alexei Miller. He also heads the board of directors of Sogaz, on the eve of which received another 45% of MF Technologies^[1]

Sogaz bought a 45% stake in MF Technologiya

On December 2, 2021, the withdrawal of USMAlisher Usmanov holding from the capital of VK (formerly Mail.ru Group) was announced. As part of the transaction, a 45% stake in MF Technologiya, which owns a stake in VK, was sold to the Sogaz group.

According to the press service of the insurance company, the board of directors supported a 45 percent participation in the capital of MF Technologies JSC, which controls 57.3% of the votes of VK. The financial component of the transaction is not disclosed.

Sogaz acquired a 45% stake in MF Technologiya

The transaction is carried out on market terms. We see a great potential for the development of VK. I note that as a result of the transaction between the shareholders of MF Technology, no controlling legal entity arises, all the actions of the new shareholder will be carried out on purely market principles, "Miller said.

According to him, Sogaz considers participation in the capital of MF Technologies JSC "as a promising strategic investment."

Our approach is the maximum freedom of action for young and energetic management, so three years ago I and my partners transferred the right to vote with our shares of VK Group to its management. Today we are leaving the capital of the company, "Alisher Usmanov quotes". Businessman"

According to the publication, despite the active insurance business, both in the corporate and retail segment (by the end of 2021, more than 44 million people were insured, about 30.6% of the population of the Russian Federation), recently Sogaz has been seen in a number of large non-core transactions. So, in the spring of 2021, the group received 20% in Channel One and 6.25% in the largest Russian oil and gas chemical holding Sibur (analysts estimated the package at more than $1 billion). By that time, the group already had 21.22% in the National Media Group, 18% in REN TV and 3% in Channel Five.

On December 2, 2021, after the announcement of the deal with Sogaz, VK receipts at the Moscow Exchange rose by more than 7%.^[2]

Gazprombank bought 36% of MF Technologiya for 12.8 billion rubles

In November 2021, Sber announced the sale of 36% of MF Technologiya, which controls 57% of VK (formerly Mail.Ru Group). A package worth 12.8 billion rubles was bought by Gazprombank. It is planned to close the deal before the end of 2021 after receiving the consent of the Federal Antimonopoly Service.

According to the press service of Gazprombank, the purchase of MF Technologiya will allow Gazprom to obtain significant synergies related to the ability to combine digital and traditional services and products, and will contribute to business development in its own industry segments. The great potential of cooperation is in the direction of media, communications and marketing with Gazprom Media Holding, as well as the development of Gazprombank's digital financial services, the credit institution said in a statement.

Gazprombank acquired 36% of MF Technologiya for 12.8 billion rubles

Earlier, the Financial Times wrote that Sber and VK were discussing leaving the joint venture. According to the publication, the Mail.ru Group demanded to make the VKontakte social network the basis of their common ecosystem, and did not want to use only Sber's payment services - this did not suit the bank. Sber also did not like the lack of influence on the Mail.ru Group after the purchase of a 36% stake in MF Technology.

A RBC source close to one of the parties said in November 2021 that some time ago, Sber really "consulted with the presidential administration and received permission to leave VK."

Sber thought that by buying a stake in MF Technology, it would be able to influence VK, but this did not happen. For VK, such a deal is rather good, because the representative of Sber will leave the company's board of directors, the source said.

According to Kirill Belov, managing partner of Impulse VC, the deal can be regarded as "an attempt to create a third player in the market in addition to Yandex and Sber, and as a signal about the nationalization of the Internet^{[3] [4]}

2019

Signing by Sberbank of binding documentation on the purchase of 36% of ITF from GPB and Rostec

On November 19, 2019, Sberbank announced the signing of binding documentation on the acquisition of 36% in MF Technologiya JSC, which controls 58.3% of the voting shares of the Mail.ru Group, from Gazprombank JSC (in the amount of 35%) and Rostec State Corporation (in the amount of 1%) and becomes an equal partner in this company.

The cost of the transaction will be 11.3 billion rubles. The parties expect to receive the necessary approvals from the Federal Antimonopoly Service.

The shareholder of MF Technologiya as a result of the transaction will be as follows: MegaFon - 45%, Sberbank - 36%, Rostec - 10%, USM Holdings - 9%. Closing of the transaction is planned until the end of 2019.

Sberbank signs non-binding agreement with GPB to purchase minority stake in ITF

On October 29, 2019, Sberbank announced the signing of an optional agreement to acquire a minority stake in MF Technologies (ITF) from Gazprombank. The size of the stake in Sberbank was not specified.

A binding agreement is planned to be concluded by the end of 2019, after receiving all the necessary permits from corporate governance bodies and regulators.

According to representatives of Sberbank, the financial and credit organization sees significant potential in the O2O services platform (online-to-offline) created jointly with Mail.Ru Group in the field of food delivery and restaurant business, transport and in a number of other areas.

2018

Changes in the Board of Directors

On 22 October 2018, Mail.ru Group announced changes in the composition of the Company's Board of Directors.

MF Technologies JSC nominated Boris Dobrodeev, Dmitry Sergeyev, Alan Vaksman and Sergey Mednov as new directors to the Company's Board of Directors, to replace Sergey Soldatenkov, Ivan Streshinsky, Anna Serebryanikova and Vlad Wolfson.

MF Technologiya JSC informed the company that USM is no longer the sole controlling party of Mail.Ru Group and none of the shareholders alone controls Mail.Ru Group through MF Technologiya JSC. There were no changes in the economic structure of ownership of MF Technologies JSC.

MF Technologiya also informed Mail.Ru Group today that the general director (Russia) of Mail.Ru Group will be authorized to exercise voting rights assigned to shares in the authorized capital of MF Technologiya owned by MegaFon PJSC and USM. In this regard, MF Technologies JSC nominated Boris Dobrodeev and Dmitry Sergeyev to the Board of Directors of Mail.Ru Group. Changes in the composition of the Board of Directors did not affect the Chairman of the Board of Directors Dmitry Grishin, which in turn ensured the presence of three representatives of Mail.Ru Group on the Board of Directors.

Boris Dobrodeev is the CEO (Russia) of Mail.Ru Group; Dmitry Sergeyev - First Deputy General Director of Mail.Ru Group; Alan Waxman - Deputy Chairman of the Board of Gazprombank, has extensive experience in international companies; Sergey Mednov - First Vice President of Gazprombank, specializes in the field of finance and technology.

Generation of JV "MF technologies"

On May 8, 2018, MegaFon announced the creation of a joint venture of MF Technologies JSC (ITF) with Gazprombank, Rostec and USM Holdings to develop digital services and implement projects in the digital economy. Under the terms of the transaction, MegaFon will contribute 11,500,100 shares of Class A Mail.ru Group owned by it to the joint company (which is 5.23% of the economic and 58.87% of the voting share in the Internet holding).

MegaFon, together with partners, created a joint venture for the development of projects in the field of the digital economy. Photo: business.tsargrad.tv

During the transaction, 100% of the ITF shares were valued at $450 million. At the time of the transaction, the shareholder of MF Technologies was Lefbord Investments Ltd, a 100% subsidiary of MegaFon. Gazprombank will acquire from Lefbord a 35% stake in ITF for $157.5 million, Rostec - 11% for $49.5 million and USM Holdings - 9% for $40.5 million. Thus, MegaFon's subsidiary will own a 45% stake in MF Technologies.

The transaction price per share assumes a 29% premium to the market price of Mail.Ru securities as of May 4, 2018, which represents more attractive conditions than the purchase of 15.2% of Mail.Ru's economic share from USM Holdings in February 2017, the operator said.

Meanwhile, MegaFon's direct ownership remains another 21,940,148 ordinary shares of the Mail.ru Group, which is 10% of the company's economic share, which the operator does not plan to sell.

According to company experts, the conclusion of the transaction is beneficial for MegaFon and its shareholders both strategically and financially. As a result of the transaction, the operator will receive $247.5 million (before taxes), which will allow MegaFon to return part of the investment in the Mail.ru Group and reduce the debt burden.

As a result of the transaction, the Mail.ru Group will have access to Gazprombank's credit resources and will be able to offer digital banking products to users. Gazprombank introduces banking and financial expertise, cross-sales opportunities for financial products and gives access to sales of non-financial products to bank customers, Kommersant writes citing its own sources familiar with the transaction.

Together with partners, MegaFon plans to implement a number of digital projects, including: the creation of software products aimed at digitalizing the work of large companies and enterprises, the development of blockchain-based solutions. The company called the creation of a financial digital platform on the basis of which the parties plan to develop high-tech services: payment, credit and other digital products. For this purpose, MegaFon, Mail.Ru Group, USM and Gazprombank intend to create Digital JV (DJV).

In addition, partners plan to form a joint investment fund for investments in promising technology companies.

In Rostec, the Kommersant newspaper confirmed their participation in the deal, specifying that it fits into the development strategy of the corporation, whose priority is access to fast-growing civilian markets.

One of the areas of our work is direct and portfolio investments together with private partners in promising high-tech projects, where our competencies in the development and implementation of digital technologies can be used, "a Kommersant source close to the state corporation said.[5]

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