Yandex MKAO

Main article: Yandex

Owners

2024

Yandex managers will receive 35% of the company and become its largest co-owners

On February 8, 2024, new details of Yandex's business restructuring became known. It follows from the company's materials that the management structure will become the largest buyer of the holding's Russian assets - it will receive a 35% stake in the Consortium. First closed-end investment fund (the main owner of Yandex MKAO). "Golden Shares" "Yandex" will receive the "Fund of Public Interests" and the "Fund of Managers."

The shares in ZPIF "Consortium. First" will be distributed among five structures:

• 35% - FMP (Yandex managers);
• 25% - Infinity Management (founder of LETA Capital, Alexander Chachava);
• 15% - Argonaut (Lukoil);
• 15% - "Aiti.Development" (Pavel Prass);
• 10% - Meridian-Service (Alexander Ryazanov).

source = Yandex

According to RBC, citing documents for voting shareholders on business restructuring, none of the shareholders will receive a controlling stake. ZPIF participants will be subject to restrictions under which they will not be able to transfer their stake in the company to external investors for at least one year. Managers will be able to exercise the management of the company and the right to make key decisions through a special Managers Fund. He will have special rights and veto power when making decisions at the board of directors and general meeting of shareholders.

The number of managers involved in the deal was not disclosed by February 8, 2024. However, it is assumed that in the future, up to 50 key employees will be included in the number of managers. The interlocutor of the publication in the company said that in this way it is supposed to long-term observe the interests of employees at the shareholder level.

The issue of selling Russian business will be considered at an extraordinary meeting of shareholders on March 7, 2024. To approve a deal, a simple majority of owners of Class A shares (possessing one vote per share) and Class B shares (ten votes each) would need to vote in favor^[1]

Since February 2024, ZPIF Consortium has become the main owner of Yandex MKAO

Since February 2024, ZPIF Consortium has become the main owner of Yandex MKAO. First. " The legal entity of MKAO Yandex was registered in a special administrative district on the Oktyabrsky Island of the Kaliningrad Region on December 26, 2023.

The consortium of new owners of Yandex includes the structures of the founder of Leta Capital, the head of Infinitum, the Lukoil group and the ex-deputy chairman of Gazprom.

History

2024

Preservation of self-driving cars and other technologies after the division of the company

Representatives of Yandex reported that after the completion of the deal with the Dutch Yandex N.V. all technologies remained at the disposal of the Russian segment and continue to actively develop. This was announced in July 2024 by Dmitry Masyuk, director of the Yandex search and advertising technologies business group.

According to Masyuk, no changes that could affect users and partners have occurred. Despite rumors about the possible withdrawal of some of the products or technologies, the company has retained all its developments, including autonomous transport technologies, and continues to develop them.

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Bloomberg

In addition, Yandex has maintained the maximum degree of continuity of the former team, which continues to manage the company. This ensured the stability and continuity of all processes within the company, despite large-scale changes in the ownership structure.

On July 15, 2024, MKPAO Yandex announced the completion of the restructuring. The Dutch company Yandex N.V. completely left the group's shareholders by selling the Yandex business. Until July 31, 2024, Yandex N.V. will change its name and stop using Yandex brands.

The new parent company of Yandex - MKPAO Yandex - belongs to the ZPIF Consortium. First. The company's shares began trading on the Moscow Exchange under the ticker symbol YDEX from July 24, 2024. Yandex continues to develop its key areas, including search, urban, entertainment and educational services, cloud technologies and artificial intelligence.

Chairman of the Council of the Fund for the Development of the Digital Economy German Klimenko drew attention to the specifics of financial settlements in the transaction. According to him, half of the amount will be paid in yuan, which is due to the fact that Yandex cannot pay in rubles and dollars.^[2]

Appointment of Artem Savinovsky as CEO

On April 10, 2024, it became known about the appointment of Artem Savinovsky as the new general director of MKPAO Yandex, the future holding structure of Yandex's Russian assets. He will take office on April 23, 2024 and replace Marina Korneva in this post. Read more here.

The government approved the sale of Yandex, but reduced the transaction price by 17.7 billion rubles

In early March 2024, it became known about the approval of the sale of Yandex by the Russian government. At the same time, the final price decreased by 17.7 billion rubles.

According to Vedomosti, the subcommittee of the government commission for monitoring the implementation of foreign investments in Russia approved a group of transactions on the acquisition by a Russian group of investors of 96.3% of Yandex MKAO shares from the Dutch Yandex N.V. The transaction amount approved by the commission will be 457.3 billion rubles instead of 475 billion rubles, which were previously reported. According to the source of the publication, the remaining 3.7% of the shares already belong to the Russian Yandex.

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Unsplash

According to the publication, up to 237 billion rubles will be paid in cash, the rest - shares of Yandex N.V. In early February, when Yandex N.V. announced the transaction, it was reported that part of the value equivalent to 230 billion rubles will be paid in yuan, the rest - due to the sale of shares of Yandex N.V.

Alexandra Abrahamyan, head of the group for working with wealthy clients of Alfa Capital, attributes the decrease in the transaction price to the fact that 3.7% may belong to top management, which remained in the Russian Yandex and, accordingly, was among the new co-owners of the Consortium. 17.7 billion rubles may remain with the owners, and the rest of the amount approved by the commission will participate in the transaction, the expert said.

According to the analyst of Veles Capital investment company Artem Mikhaylin, based on the fact that the volume of securities at 3.7% is quite small, they can really belong to one of the Yandex managers. Approval of the transaction by the government may mean that Yandex is already at the final stage of the reorganization process, although compliance with all procedures will take more than one month, he warns.^[3]

MKAO Yandex buys the company from the Dutch Yandex N.V. for 475 billion rubles

On February 5, 2024, Yandex announced the division of the company. Netherlands Yandex N.V. entered into a deal to sell Yandex's business for 475 billion rubles to a consortium of private investors.

The parties agreed on such an amount based on the market value of Yandex, taking into account the mandatory discount. It, in accordance with the requirements of the legal commission for monitoring the implementation of foreign investments, should be at least 50%. Payment of the transaction will take place in yuan and shares of Yandex N.V.

Under the terms of the agreement, Yandex N.V. ceases to be the parent company of the group. Until July 31, 2024, it will change its name and stop using Yandex brands. Yandex's new parent structure is Yandex International Joint Stock Company (MKAO) Yandex, a private and independent company whose shares will be traded on the Moscow Exchange. The general director is Artyom Savinovsky, who joined Yandex in 2008. He oversaw the direction of financial reporting, analytics and planning. In particular, Savinovsky was part of the team preparing Yandex's entry into the Nasdaq exchange.

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Office Snapshots

As part of the reorganization, Yandex will retain the businesses, services and assets of the Yandex N.V. group, with the exception of foreign startups (Nebius, Toloka, Avride and TripleTen) and a data center in Finland. At the same time, Yandex will grant Yandex N.V. limited rights to use part of its technologies until the end of 2024. Yandex will continue to develop search, urban, entertainment and educational services, as well as cloud technologies, autonomous cars, solutions based on artificial intelligence and other promising areas.

The main owner of MKAO Yandex is ZPIF Consortium. First, headed by Yandex managers. The consortium includes four more participants - the structure, Alexandra Chachava entrepreneur and founder of the venture capital fund; LETA Capital structure, Pavel Prass CEO of one of the largest specialized depositories; "Infinitum" the structure of the ""group; Lukoil structure of Alexander Ryazanov, a multidisciplinary investor and entrepreneur. Moreover, none of them has a controlling stake. Consortium. First will be able to nominate six out of ten members of the board of directors of MKAO Yandex.

The Yandex management team retains the management of the company and the right to make key decisions. To do this, a "Fund of Managers" has been created, which will receive special rights and veto rights when making decisions on special issues at the board of directors and general meeting of shareholders. ZPIF can offer holders of class "A" shares various options for their positions in securities. This may allow retail investors to become shareholders of Yandex MKAO after the company enters the Moscow Exchange.

The new structure will maintain the usual management processes at Yandex and provide investors, partners, users and employees with confidence in the prospects and sustainability of the company's business, the official statement said.[4]

2023: Company registration in Kaliningrad region

Yandex has registered a legal entity in a special administrative district (SAR) on Oktyabrsky Island, Kaliningrad Region. This became known on December 27, 2023 - the day after the appearance of the corresponding note in the register of the SAR.

26.12.23, the international company joint-stock company Yandex was included in the register of participants in the special administrative region on the territory of Oktyabrsky Island (Kaliningrad Region), about which the corresponding entry was made, - quotes TASS an excerpt from the register.

Yandex N.V. can sell all its assets in the Russian Federation at one time

The press service of Yandex confirmed registration in the Kaliningrad region and explained its preparation for restructuring:

We continue to prepare for restructuring. Registration of a new legal entity is a necessary procedure for the future optimization of the structure of legal entities of the group of companies.

After the report that MKAO Yandex completed registration with CAP, the company's shares by 17:15 Moscow time on December 27, 2023 rose in price by 4%, to 2525 rubles apiece. Two days earlier, it became known that the Central Bank of the Russian Federation decided to state registration of issues of ordinary shares, preferred shares of type A and preferred shares of type B of the international company Yandex joint-stock company (Kaliningrad region), reminds RBC.

According to Reuters (published on December 25, 2023), the Dutch Yandex N.V., the parent company of the Yandex group, is considering the option of selling all Russian assets, and not just a controlling stake, at one time. Sources of the publication estimated the transaction at the limit of $5-6.18 billion, or 560 billion rubles, given the discount of 50% on the sale of foreign assets. According to one of the interlocutors of Reuters, Yandex may sell 100% of the holding company, which is being created in the Kaliningrad region. According to another source, "the full exit of Yandex N.V. is fairly likely, but not definitively resolved."^[5]

Notes