Protection for $ 3.8 billion: Sberbank began negotiations on the purchase of a large package of shares of Yandex

As it became known to The Bell, Sberbank is negotiating a large package of Yandex shares - up to 30% of capital. Thus, the State Bank proposes to protect the company from possible problems with competitors and with the state. On this news, the capitalization of the Russian company decreased by NASDAQ by more than $ 1.8 billion.

German Gref, Prime Minister Dmitry Medvedev and founder of Yandex Arkady Volozh at the Open Innovation forum, October 16, 2018. Alexander Astafyev/TASS

Details

• The fact that the leadership of Sberbank is negotiating a large package of shares of Yandex, The Bell was told by two sources familiar with the management of the bank and the essence of the proposal. There is no decision on the transaction, but the bank claims to a share of up to 30% in capital, they say. We are also talking about the right of the veto on key issues, one of the interlocutors said. There is no configuration of the transaction, but different options are discussed - from the supplementary and redemption of shares from the market to the sale of part of the shares by the main shareholders.
• The capitalization of Yandex on NASDAQ is now $ 11.5 billion. Thus, the market value of 30% of the company's shares - $ 3.8 billion. The authorized capital of Yandex is divided into two classes. Class A shares give the right to 1 vote, class B shares - 10 votes. Most class B shares belong to management and provides it with 55.4% of the votes that give operational control over the company. The founder of the company Arkady Volozh is the largest shareholder both by the share of votes (49.23%) and by share in the authorized capital (10.35%).
• Since 2009, Sberbank has a € 1 “Golden Promotion” “Yandex” bought for a symbolic. From the document disclosure documents it follows that it gives Sberbank the right to block the purchase of more than 25% of the authorized capital or the vote of the company with any its shareholder or third party, as well as the sale of all or a significant part of the company's assets of the third party. But the “golden action” does not give the right to participate in decisions affecting the operational activities of the company, as well as on additional dividends.
• Negotiations by Sberbank are conducted by the First Deputy Herman Gref Leo Hasis, the sources of The Bell say. It was not possible to contact him at the time of publication. The representative of Yandex said that the company is not commenting on rumors. The press service of Sberbank said that the bank "did not receive a proposal for the redemption of the Yandex shares and did not apply to Yandex with a similar proposal."

Context

• Sberbank motivates its proposal to buy a share, including by the fact that the transaction will protect the company from possible problems - for example, from competitors, made it clear one of The Bell interlocutors.
• Among the latest public proceedings around Yandex was a summer confrontation with Gazprom-Media, due to which the Yandex.Video service was threatened with the blocking (we wrote in detail about the development of this story here ). In the confrontation with the copyright holders, whose losses from piracy, the co-owner of the Rambler Group, Alexander Mamut, recently estimated at 70 billion rubles, Yandex is now actually acting alone, the source in one of the large Internet holdings and official of the specialized department told The Bell.
• Sberbank and Yandex already have joint projects: in 2012, the bank bought three quarters of the Yandex.Money capital, and in the spring partners closed the deal to create a joint company in the online retail market, which they immediately began to compare with the Russian Amazon . But recently, partners have a serious competitor-the plans for creating his leader in the online retail was announced to Mail.ru Alisher Usmanova in partnership with Chinese Alibaba and the RDIPI.

Story

• Sberbank, in the case of Yandex, has already acted as the White Knight. The project of the Golden Promotion, which gives the veto transactions to change the owner, Yandex came up with in 2009, when Usmanov was actively interested in the purchase of a large stake in the search engine. Then the government discussed the idea of ​​creating a “national search engine” and buying up to 10% in all strategic companies. The transfer of the Golden Promotion to Sberbank on the eve of the Yandex IPO was also a kind of guarantee to the government that foreigners would not get control over the company. Sberbank then seemed to the founders of Yandex large and quite neutral,wrote Forbes.

Market reaction

• Yandex quotes on the Moscow Exchange fell by 3.25%. The NASDAQ fell almost 18%, the capitalization of the company was reduced by more than $ 1.8 billion. From 17:00 Moscow time, the search engine fell from $ 11.5 billion to $ 9.68 billion.

Yandex is not a search engine for a long time. This is the Russian Google, and the Russian Uber, and the Russian Amazon, the services of which we use every day. A possible strategic partnership with the largest and one of the most developed from the technological point of view of banks, in theory, should not upset investors like that. Perhaps Sberbank for them is primarily a state structure, the arrival of which can affect the dynamics of a private company and the motivation of its team.

Irina Malkova, Peter Mironenko

With the participation of Maria Latsinskaya