ONEXIM buys 51% of the media holding

The ONEXIM group of Russian businessman Mikhail Prokhorov agreed with the founders of the media holding RBC Information Systems, operating in Russia and Ukraine, to purchase its additional share issue, as a result of which the ONEXIM share in RBC will be 51%. The controlling stake will cost Mr. Prokhorov $80 million, this is a more generous offer compared to the one he made in March - $35 million for 65% of RBC. However, the deal will take place only if it is approved by RBC's creditors, whose debt is estimated at $180 million.

According to the agreement, ONEXIM will buy the additional issue of RBC shares for $80 million, that is, based on the valuation of the entire media holding at almost $157 million. As a result of the transaction, ONEXIM will have a 51% stake in RBC. The money from the sale of the stake will be used to restructure the debt, solve RBC’s current problems, as well as to develop the company, ONEXIM said in a statement. ONEXIM CEO Dmitry Razumov said that there will be no integration of the group’s media assets (JV media group: Snob, Russian Pioneer magazines, Fit TV channel) and RBC assets. “These are completely different companies operating in different market segments,” explained Mr. Razumov. Representatives of ONEXIM will receive a majority on the board of directors of RBC, but the current management will retain their powers.

The RBC holding includes the RBC Daily newspaper, the RBC TV channel, the Rosbusinessconsulting news agency (operating in Russia and Ukraine), the Mediamir Internet company and others. RBC's debt is approximately $180 million, excluding the outstanding debt to Alfa Bank under forward contracts (approximately $42 million). RBC's capitalization on the RTS yesterday amounted to $147 million.

RBC plans to issue another 145.7 million shares of the holding in addition to the existing 140 million shares, that is, the total number of shares of RBC Information Systems OJSC will be 285.7 million. Currently, the total share of RBC founders German Kaplun, Alexander Morgulchik and Dmitry Belik is, according to Mr. Kaplun, approximately 22%. After the deal, this figure will approximately halve to 10.8%. The shares of Rosbank Management Company (more than 11%) and UniCredit Securities (about 18%) will decrease to 5.4% and 8.8%, respectively.

In March of this year, ONEXIM announced its readiness to buy 65% of RBC for $35 million. In April, a competing offer from Mr. Prokhorov’s former business partner, Vladimir Potanin, followed. His Interros holding made an offer to RBC shareholders to buy out a controlling stake for $90 million.

Advisor to the General Director of ONEXIM Yuri Rovensky noted that in the near future RBC and ONEXIM will send a joint proposal to creditors on debt restructuring. The preliminary option involves a one-time payment to creditors of about 20%, writing off part of the debt and restructuring the remaining share. The deal with ONEXIM will come into force if a certain number of creditors agree to the proposed restructuring scheme and are approved by regulatory authorities. German Kaplun does not rule out that the company will return to the direct ownership of the parent company the legal entities removed during the recent restructuring. “I don’t know yet how the ownership structure will change, but it will change,” Mr. Kaplun promised.

Alexander Kommersant-Malakhov

Mikhail Prokhorov appeared on RBC