Yandex N.V. sells Yandex business

MOSCOW, February 5 Dutch Yandex N.V. has 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 Commission for the Control of Foreign Investments.

The sale must be approved by the shareholders of Yandex N.V. and regulators.

The Dutch company said it plans to use some 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.

The main owner of MCAO Yandex will be the 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;
• investor structure of Alexander Ryazanov.

None of the shareholders has a controlling stake, Consortium.First will be able to nominate six of the ten members of the board of directors of ICAO 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.