After the restructuring, Yandex will remain a private, independent and public company, while management will receive special shareholder rights, its press service reported. They talked about the details of the deal to sell the business by the Dutch company Yandex NV for 475 billion rubles to a consortium of private investors.
It is noted that by July 31, 2024, Yandex NV will change its name and stop using Yandex brands. Yandex will retain the group's assets (they will account for over 95% of revenue) with the exception of foreign startups (Nebius, Toloka, Avride and TripleTen) and a data center in Finland.
The new parent company will be MCAO (international joint stock company) Yandex. Its main owner will be the closed mutual investment fund “Consortium.First”. However, none of the shareholders received a controlling interest. The Yandex management team will retain management of the company and receive special shareholder rights. For this purpose, a Fund of Managers has been created with the right of veto when making decisions on special issues at the board of directors and the general meeting of shareholders.
Artem Savinovsky will remain CEO. According to the company's statement, Yandex will continue to develop search, city, entertainment and educational services, as well as cloud and artificial intelligence technologies. In addition, work will continue to develop autonomous cars.
This year, MCAO Yandex plans to enter the Moscow Exchange.
The head of the TelecomDaily analytical project, Denis Kuskov, positively assessed that the new owners will not have a controlling share. “I hope that the company, thanks to its personnel and experience, will continue to offer business and private clients services on the usual high-quality basis and implement new projects,” he added.
Giving the Fund of Managers special rights is a unique case of such rights for management in the Russian market, says Irina Levova, director of strategic projects at the Internet Research Institute. “In this configuration, the last word will remain with him – in fact, the management has inherited the “super rights” of the founder Arkady Volozh. This will be able to ensure the development path that is already familiar to the company and will become a guarantor of the stability that Yandex has demonstrated throughout the years of its existence,” says the expert.
According to Dmitry Borodin, project manager of the Corporate direction of the VEGAS LEX law firm, the sale of Russian Yandex is one of the most expected and noticeable transactions for the “exit” of foreign companies. “Taking into account all the factors, including the international context and the scale of the business, it is also one of the most difficult. In this sense, for example, the use of the closed-end mutual fund structure seems quite logical. Such structures are widespread in the Russian market. Due to the fact that the composition of shareholders is usually not disclosed, closed-end mutual fund allows minimizing sanctions risks and ensuring the confidentiality of participants. At the same time, such a structure provides ample opportunities for fine-tuning the corporate governance system.
Retaining a significant amount of corporate control over the company's management has also been a common practice over the past couple of years. It is the management team that is most competent in managing a particular business, and by receiving part of corporate control, management receives an additional powerful incentive to achieve financial results for shareholders,” he is confident.
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