In addition, the Internet holding company and Sberbank signed a binding agreement on the creation of a joint venture (JV) with a potential valuation of 100 billion rubles. The perimeter of which will include Delivery Club, Citimobil and other assets. Sberbank acquired the right in the future to raise the issue of converting a stake in this joint venture into Mail.ru Group shares.
Sberbank signed legally binding documents on the acquisition of a minority stake in MF Technologies JSC from Gazprombank (in the amount of 35%) and Rostec Corporation (in the amount of 1%) for 11.3 billion rubles, according to a joint press release from Sberbank and Mail.ru Group. MF Technologies owns 11.5 million Class A shares in the Mail.ru Group, which make up 5.23% of the economic share and 58.87% of the voting share. The redemption of shares in Gazprombank and Rostec will provide Sberbank with more than 20% of the voting share in the Internet holding. Mail.ru Group is aware of this transaction and does not expect any changes in management and strategic development as a result of it, the companies said.
Also, Sberbank and Mail.ru Group signed binding documents on the creation of a joint venture in the field of food and transport, in which they will invest up to 64.6 billion rubles. upon reaching key indicators.
Now they are awaiting approval by the Federal Antimonopoly Service. The parties will receive equal shares in the joint venture; up to 10% will be allocated to its employees. Closing of the transaction is expected before the end of the year.
The Mail.ru Group will include Delivery Club (100%), CityMobil (29.67%), related investments in other companies in the food and transport sectors (including YouDrive, DC Daily, Performance Group), and also 8.5 billion rubles. Prior to closing the transaction, the Internet company undertook to ensure the consolidation of a 78.82% stake in Citimobil in the JV. Sberbank, in turn, will contribute 35% to Foodplex, as well as 38.5 billion rubles. in the capital of the joint venture. The parties may additionally invest 4.6 billion rubles. and 13 billion rubles. accordingly, upon reaching KPI.
Assessment of the joint venture upon reaching the target indicators will exceed 100 billion rubles, the parties expect.
Three years after the transaction is closed, Sberbank will be able to raise the issue of exchanging its stake in the joint venture for Mail.ru Group shares at a cost parity, but not more than 20% in the Internet holding. “In the absence of the approval of the board of directors and shareholders of Mail.ru Group, the exchange conditions are not legally binding,” the release emphasizes.
For the first time, the possible creation of a joint venture by Sberbank and Mail.ru Group was announced in July, when non-binding documents were signed. In late October, Sberbank announced plans to become a co-owner of Mail.ru Group. In addition, Sberbank is already developing a joint venture with Yandex in the e-commerce area Yandex.Market.