Yandex shareholders to convene on March 7 to approve asset sale in Russia

A consortium of investors recently announced their intentions to purchase the Russian businesses assets of Dutch-registered Yandex N.V. for 475 billion rubles. In their latest quarterly financial report, Yandex provided additional insights on the pending restructuring, highlighting that the Yandex N.V. shareholders’ meeting is scheduled to review and approve the deal on March 7 this year.

As per the deal terms, Yandex LLC, which would become the new parent company of the group, would gain control over the services and assets of Yandex N.V., barring certain international startups (Nebius, Toloka, Avride, and TripleTen) and a data processing center in Finland. The board of directors of Yandex N.V. has already unanimously approved the deal, with shareholders and the regulatory bodies of relevant countries due to consider it next. An extraordinary shareholders’ meeting of Yandex N.V. and a meeting of Class A shareholders is slated for March 7 this year, as mentioned in Yandex’s press release.

After gaining approval from the Yandex N.V. shareholders and meeting all regulatory requirements, the Consortium.First closed-end mutual fund, together with Yandex’s top managers, plans to buy the major part of the company’s assets from the head office in the Netherlands. They would then offer various options to Class A shareholders for their securities holdings. This move would enable retail investors to become Yandex LLC shareholders following the company’s listing on the Moscow Exchange. As an overseas company, Yandex N.V. cannot directly offer shareholders tender proposals for exchange and redemption. The trading of Yandex N.V. shares on the Nasdaq American exchange was halted in February 2022, but the company will maintain its listing there until the deal with Yandex LLC is finalized, followed by delisting of the Yandex N.V. shares. Yandex LLC, meanwhile, plans to list on the Moscow Exchange within this half-year.

The Yandex press release underscores that Yandex N.V. and all its group companies are not under sanctions from the US, EU, UK, or Switzerland. None of these companies are 50% or more owned by individuals or entities under such sanctions and they are not controlled by them. Last July, Canada imposed sanctions on subsidiary Yandex Pay LLC. Still, these do not extend to Yandex N.V. and don’t affect the group’s operational activities. Yandex remains focused on assessing the evolving geopolitical and economic risks to the group and prioritizes the welfare of its employees, currently numbering 26,400 people both in Russia and abroad.

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