Yandex divest deal chugs along, sunset clause extended through April

The Russian technology company and search engine Yandex – dubbed the Russian Google – said it has obtained all the necessary approvals to move forward on its years-long deal to divest from the European arm of the company.

The tech conglomerate posted a progress update on its website Thursday, detailing its procurement of the necessary regulatory approvals in Russia, including from the Government Commission for Control over Foreign Investments and antitrust approval from the Federal Antimonopoly Service.

Additionally the company said it had “completed the group's internal reorganization” and that all of Yandex's Russian-based assets and operations are now held under the “Yandex” international public joint stock company (IPJSC).

Incorporated inside Russia, the IPJSC Yandex is expected to be listed on the Moscow Stock Exchange pending its application.

A Kremlin-engineered deal for the Dutch parent company Yandex N.V. (YNV) to sell 95% of its Russian-based businesses (known as the Yandex group) to a consortium of Russian investors was announced in February.

On March 7th, YNV shareholders voted overwhelmingly to approve the sale, spurred on by company managers urging the sale due to Moscow’s spate of recent seizures of Western companies, including the Danish Carlsberg Brewers Group, Finnish energy group Fortum, and the Danone French dairy group.

“Since February 2022, the Yandex group and our team have faced exceptional challenges. We believe that we have found the best possible solution for our shareholders, our teams, and our users in these extraordinary circumstances,” YNV Chairman of the Board John Boynton said about the deal.

“The proposed transaction will allow shareholders to recover some value for the businesses that we are divesting while unlocking new growth potential for the international businesses we will retain and enabling the divested businesses to operate under new ownership,” he said.

Before the pandemic, the firm was considered one of the largest tech companies in Russia, self-professed to have more than 30 offices worldwide, and said to have been worth about 30 billion US dollars at the time.

After the Russian invasion of Ukraine, the company’s value plummeted, creating a vacuum of buyers for the company. After an 18-month-long negotiation process, the Yandex group discounted price tag was just a mere RUB 475 billion ($5.21 billion).

Other parameters of the deal specify that the sale transaction will happen in two closings, the RUB 230 billion cash part of the deal will be paid in Chinese Yuan outside of Russia, and the rest in shares.

Once the divestiture is complete, YNV will retain a portfolio of international businesses, including four AI-focused tech start-ups, a data center in Finland, and a 1300-person staff it considers the company’s intellectual property.

Finally, the long-stop or sunset clause – a deadline date to satisfy certain conditions of the deal which is agreed upon by all parties or the agreement can be canceled – has been extended from its original April 2nd deadline until April 30th.

The divesture will put the Yandex search engine and its internet-related technology products, such as email, mobile applications, e-commerce, food delivery, ride-sharing, maps and navigation, and online advertising, fully under Russian control.