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Yandex N.V. sells Yandex to consortium of private investors for $5.22 bln

According to the decision, Yandex N.V. will cease to be the parent company of the group and will change its name and stop using Yandex brands by July 31, 2024

MOSCOW, February 5. /TASS/. Yandex N.V. announced the sale of its Yandex business to a consortium of private investors for 475 bln rubles ($5.22 bln), the company said in a statement.

"Yandex N.V., the Dutch parent company of the Yandex group, today announces that it has entered into a definitive agreement with a purchaser consortium to sell all of the Yandex group's businesses in Russia and certain international markets. The total consideration for the sale will be RUB 475 billion, subject to adjustments and payable in a combination of cash and Class A shares of YNV. At least 50% of the consideration will be paid in cash," the statement said.

According to the decision, Yandex N.V. will cease to be the parent company of the group and will change its name and stop using Yandex brands by July 31, 2024.

IJSC Yandex, registered at the end of 2023 in Kaliningrad, is set to become the new parent company of Yandex. "Under the terms of the proposed transaction, Yandex N.V. will sell its entire interest in IJSC Yandex, an international joint stock company incorporated in Russia that will hold all of Yandex's assets and operations in Russia and certain international markets," the statement said.

Consortium.First, a newly formed closed-end mutual investment combined fund managed by Solid Management, led by members of the senior management team, will be the main owner of IJSC Yandex.

The four investors include a special purpose joint stock company Infinity Management owned by Alexander Chachava, a special purpose joint stock company IT.Elaboration owned by Pavel Prass, a closed-end mutual investment combined fund owned by PJSC Lukoil, and a special purpose limited liability company owned by Alexander Ryazanov.

The statement stressed that "none of the members will have a controlling stake in the Purchaser consortium." "None of the members of the Purchaser Consortium is a target of, or owned or controlled by a target of, sanctions in the US, EU, UK, or Switzerland," the statement added.

Yandex will retain the businesses, services, and assets of the Yandex N.V. group. with the exception of foreign startups and a data center in Finland. "Following completion of the sale transaction, Yandex N.V. will retain a portfolio of international businesses and other non-Russian assets, including four early-stage technology businesses and other assets: Nebius AI, an AI cloud platform that is one of the largest providers of GPU capacity in Europe; Toloka AI, a data solutions partner for GenAI and Large Language Model development; Avride, one of the leading developers of self-driving technologies; TripleTen, an EdTech service that equips people with in-demand tech skills; our data center located in Finland; and minority investments in other technology businesses," the statement said.

The closing of the transaction for the sale of the Yandex business will be implemented in two closings, the first one - in the first half of 2024, the second - seven weeks after. Payment for the transaction will take place in yuan.

"The sale transaction will be implemented in two closings. At the first closing, [Yandex N.V.] will sell a controlling stake in the Target of approximately 68% to the Purchaser for consideration consisting of a combination of the cash equivalent of RUB 230 billion and up to 67.8 million YNV Class A shares. The first closing is subject to certain conditions precedent, including receipt of required regulatory approvals and our shareholder approval, as well as the absence of any applicable sanctions or prohibition on completion. We anticipate that the first closing will occur in the first half of 2024. At the second closing, the Purchaser will pay for the remaining stake of the Target in a combination of YNV Class A shares and cash. The second closing will occur within approximately seven weeks following first closing," the statement said.

On November 25, 2022, Yandex announced the possible division of the main part of the business into a separate group of companies. At the end of May 2023, it was reported that Yandex had received applications from potential investors to purchase various stakes in the company. On December 26, 2023, Yandex registered an international company in a special administrative region on Oktyabrsky Island, Russia’s Kaliningrad Region.

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