A deal with many unknowns – Kommersant FM
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Yandex buyers want to reduce Alexey Kudrin’s shareholding. The former head of the Accounts Chamber was supposed to receive 5% of the new company if the business division deal was successful. However, as Forbes writes, potential investors consider this remuneration too high. Sources claim that Vladimir Potanin, Vagit Alekperov and other buyers want to reduce it to 1.5%. They explain that the deal has already been delayed for a long time; it was originally planned to be completed before the end of 2022. In addition, the situation was influenced by the anti-war statement of Arkady Volozh, who brought Mr. Kudrin to the company as an adviser on corporate development.
How will the new round of dispute affect the prospects for the sale? Now Mr. Volozh is no longer on the board of directors, but Alexey Kudrin’s remuneration can still be protected, explained the chairman of the Nikolaev and Partners bar association, Yuri Nikolaev: “I would like to understand how the preliminary agreements of the parties were formalized. If this is done in writing and does not raise doubts, then in principle the issue is resolved. This document could have appeared in one form or another at any time: yesterday, a week or a month ago, if it exists at all. It is enough to come to an agreement verbally if both parties comply with these agreements.
As for the position of potential buyers, it is all a matter of negotiation. Is it possible to formalize this legally later if the parties change their rules? Yes, you can. At the same time, with all due respect to shareholders with small stakes, public companies do not ask their opinion on transactions. And in Russia there is also an established judicial enforcement practice that if a shareholder has an insignificant stake that does not affect the transaction, then even if his rights are formally violated, the courts leave the decision on the transaction in the form in which it exists.
The Dutch need to observe not just compliance, they need to obtain the consent of regulatory authorities and, just like in Russia, they need the approval of the government commission for the control of foreign investments.
Meanwhile, events in the international arena are now so active that law cannot keep up with politics, and this also applies to large transactions.
This level of transactions is not only financial, but also political in nature, which, in my opinion, is agreed upon at the highest level. Therefore, if there is political will, the deal will go through instantly.”
Alexey Kudrin and Arkady Volozh declined to comment. Yandex shares did not react to the messages. Meanwhile, Forbes’ interlocutors explain that buyers do not want to “share the spoils with Kudrin,” because the money for his package will come from their pockets.
At the request of Kommersant FM, Anna Buylakova, an analyst at the Digital Broker company, calculated the amounts involved: “The current capitalization of Yandex is slightly less than 1 trillion rubles, respectively, 5% of this amount is about 50 billion rubles. Now we are talking about reducing the remuneration by more than three times.
Meanwhile, we are positive about the corporation’s prospects. Our current target price for Yandex securities is 3 thousand rubles, upside is approximately 13% from current levels in the next six months. They have a core business that brings in more than 50% of revenue – a search engine. It is profitable and shows good growth rates against the backdrop of the fact that foreign services have left Russia. Revenue in the third quarter increased by almost 50%.
However, one of the main limiting factors for the company’s capitalization is now the issue of redomiciliation.
An important aspect in the restructuring of Yandex is the exchange of shares of the Dutch structure for shares of the company, which will receive Russian assets. If this does not happen, then, accordingly, our minority shareholders are at a loss, that is, they remain the owners of the Dutch company. Its assets include, roughly speaking, income from the sale of Russian businesses and several European structures.
Accordingly, in a positive scenario, we have an exchange of shares, and minority shareholders continue to own the same asset that they owned before the restructuring, minus the small European business. It can be assumed that such a large remuneration package could be an incentive for the transaction to take place after all, taking into account the interests of Russian investors.”
At the end of December, Forbes wrote that Vladimir Potanin had already entered the capital of the Dutch company. The publication’s interlocutors estimated his stake at $10 million. However, the businessman’s representative called this speculation and conjecture.
Everything is clear with us – Telegram channel “Kommersant FM”.
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