potential investors in the deal with “Yandex” had a conflict

potential investors in the deal with “Yandex” had a conflict

Forbes writes about the existing disagreements regarding the conversion of Yandex NV shares into the papers of the “new Russian Yandex” with reference to a source familiar with the brokers. Such a “conflict” arose within the pool of potential investors in Yandex NV’s Russian business, another source familiar with the situation confirmed.

The conversion of shares may become part of the business restructuring of the Dutch company Yandex NV (the main structure of the Russian “Yandex”), which began as early as 2022. As part of the proposed deal, Yandex NV is creating a Russian “subsidiary” — a subholding — in which it can sell control to a group of seven Russian investors, Forbes wrote in October. Yandex’s valuation at that time was $5.5 billion, taking into account the 50 percent discount set by the government for the sale of assets to foreign investors.

On November 14, Bloomberg reported that Yandex NV may sell the Russian business in its entirety, and the proceeds will be distributed among the company’s shareholders through a buyback (repurchase of shares) or dividends.

At a minimum, some of the Russian shareholders of Yandex NV, according to a Bloomberg note, will have the opportunity to convert their papers into shares of the new structure in a special tax zone in the Kaliningrad region.

However, according to a Forbes source familiar with the situation, the “American” part of Yandex shareholders and the board of directors of Yandex NV is not ready to make a decision on the exchange. They explain their position by the fact that the shareholders of Yandex NV from Western investors will not be able to take advantage of the conversion, since for them it will be a “prohibited new investment in Russia”, explains the interlocutor of Forbes.

Thus, according to him, some of the shareholders of Yandex NV from the West will find themselves in unequal conditions compared to other shareholders, which can be considered discrimination. That is why the Americans among the shareholders and the board of directors of Yandex NV proposed to make a decision on the exchange not at the level of the Dutch holding, but on the side of the “new Russian Yandex” in the Kaliningrad region, the interlocutor of the publication said.

Among potential investors in Yandex’s Russian business, there is no consensus on the exchange of shares, Forbes sources say. According to one of them, the idea of ​​conversion is supported by those participants of a possible agreement who bought the shares of the Dutch holding for further exchange for the papers of the Russian “Yandex”.

Another part of potential investors who did not buy these papers, with the support of officials, opposes the “broad conversion” of shares. “On the one hand, a part of investors who control or will control the conditions and process of conversion. On the other hand, there is the position of businessmen who did not buy [акции] and generally against wide conversion. Part of the conversion is more obvious, for example for employees. Rest [обосновать] more difficult That’s why there is a struggle between new investors,” Forbes interlocutor describes the situation.

If there is no conversion, it will be the “worst case scenario” for the Russian shareholders of Yandex NV, another source said.

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