A consortium of buyers including members of the senior management team of Yandex LLC, AMC "Lerta Capital" Ltd - Argonavt, PJSC LUKOIL, Alexander Ryazanov, Alexander Chachayev and Pavel Prass entered into a definitive agreement to acquire Yandex LLC from Yandex N.V. and others for approximately RUB 480 billion.
As a part of transaction, Yandex N.V. will not be able to hire employees of the Russian company during the same period. The restriction applies to employees who were hired by Yandex during the year before the closing of the first stage of the transaction or after for three years. Following completion of the sale transaction, YNV will retain a portfolio of international businesses and other non-Russian assets, including four early-stage technology businesses and other assets: Nebius AI, an AI cloud platform that is one of the largest providers of GPU capacity in Europe; Toloka AI, a data solutions partner for GenAI and Large Language Model development; Avride, one of the leading developers of self-driving technologies; TripleTen, an EdTech service that equips people with in-demand tech skills; our data center located in Finland; and minority investments in other technology businesses. Changes will also affect the composition of the Board of Directors of the Dutch company: former head of the Russian Presidential AdministrationAlexander Voloshin, academician of the Russian Academy of Sciences Alexander Moldovan, ex-head of VTB Capital Alexey Yakovitsky and deputy general director of ANO Russia - Country of Opportunities Andrey Betin will all step down from the board and it is expected that the co-founder and general partner of Almaz Capital Partners Charles Ryan, Roger Riinia (previously held positions in Apple and a number of Dutch companies) and John Boynton, president of the investment company Firehouse Capital Inc. (currently chairman of the board of directors) will retain their seats on the board.
The consideration value YNV has negotiated and agreed with the Purchaser reflects a mandatory discount of at least 50% to ?fair value?, as currently imposed as a condition to the required approval by the Government Commission for the sale of Russian assets by parent companies that are incorporated in countries considered by the Russian government to be ?unfriendly?, including the Netherlands. The proposed sale will be presented for approval at a meeting of the Class A Shareholders (the ?Class A Meeting?) and a separate Extraordinary General Meeting of Shareholders (the ?EGM?). The sale transaction has been approved unanimously by our Board of Directors and will require the approval of a simple majority of the votes cast at the Class A Meeting and at the EGM, respectively. Completion of the Sale transaction will be implemented in two closings. At the first closing, we will sell a controlling stake in the Target of approximately 68% to the Purchaser for consideration consisting of a combination of the cash equivalent of RUB 230 billion and up to 67.8 million YNV Class A shares. The first closing is subject to certain conditions precedent, including receipt of required regulatory approvals and our shareholder approval, third-party approvals, among others and as well as the absence of any applicable sanctions or prohibition on completion. We anticipate that the first closing will occur in the first half of 2024. At the second closing, the Purchaser will pay for the remaining stake of the Target in a combination of YNV Class A shares and cash. The second closing will occur within approximately seven weeks following first closing. YNV intends to retain a portion of the net cash consideration (after adjustments, applicable taxes and other expenses) to finance the development of the retained international businesses, and ultimately to return a substantial proportion of such net proceeds to our remaining shareholders, which we currently expect will be through a share repurchase offer. As on February 14, 2024, Russian President Vladimir Putin has permitted a change in ownership of the shares in JSC Yandex Bank. As of March 6, 2024, Russian government subcommittee of the foreign investments commission has approved the deal. As of March 7, 2024, Yandex announced both Meeting of Holders of Class A Ordinary Shares and Extraordinary General Meeting of Shareholders have approved the sale. As of May 13, 2024, the consortium expects to receive no more than 107,729,866 shares of Yandex N.V via a purchase and swap. The buyback will take place at a price of 1,251.8 roubles per Yandex NV share. The swap will be done at a 1:1 ratio.