The fact that the management of Sberbank is negotiating the purchase of a large stake in Yandex, The Bell was told by two sources familiar with the bank’s management and the essence of the offer. There is no decision on the deal, but the bank claims a stake of up to 30% in capital, they say. It is also about the right of veto on key issues, said one of the interlocutors. There are no transaction configurations, but various options are being discussed - from an additional issue and buying back shares from the market to selling a part of shares by major shareholders.
The capitalization of Yandex on NASDAQ now amounts to $ 11.5 billion. Thus, the market value of a 30% stake in the company is $ 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. The majority of class B shares belong to the management and provide him with 55.4% of the votes giving 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 the share in the authorized capital (10.35%).
Since 2009, Sberbank has purchased a “golden share” of Yandex for the symbolic € 1. It follows from the documents of the stock exchange disclosure of the company that it gives Sberbank the right to block the purchase of more than 25% of the share capital or votes of the company by any of its shareholders or a third party, as well as the sale of all or a significant part of the company's assets to a third party. But the right to participate in making decisions that affect the company's operating activities, as well as additional dividends, is not provided by the “golden share”.
Negotiations on the part of the Savings Bank is the first deputy of German Gref Lev Khasis, say sources of The Bell. Contact him at the time of publication failed. A spokesman for Yandex said that the company “does not comment on rumors.” The press service of Sberbank reported that the bank "did not receive a proposal to repurchase Yandex shares and did not contact Yandex with a similar proposal."
Sberbank is motivating its offer to buy a share, including the fact that the transaction will protect the company from potential problems - for example, from competitors, made it clear to one of the interlocutors of The Bell.
Among the recent public trials around Yandex was the summer standoff with Gazprom-Media, because of which Yandex.Video service turned out to be under threat of blocking (we wrote about the development of this story in detail here). In a confrontation with copyright holders, whose losses from piracy co-owner of Rambler Group Alexander Mamut recently estimated at 70 billion rubles, Yandex is now virtually alone, told a Bell source in one of the major Internet holding companies and a specialized departmental official.
Sberbank and Yandex already have joint projects: in 2012, the bank bought three-quarters of the share in Yandex.Money capital, and in the spring the partners closed a deal to create a joint company in the online retail market, which they immediately began to compare with Russian Amazon . But recently, partners have a serious competitor - Mail.Ru has announced plans to create its leader in online retail Alisher Usmanov in partnership with Chinese Alibaba and RDIF.
In the case of Yandex, Sberbank has already acted as a “white knight”. The project of the “golden share”, which gives the right of veto to the deals on the change of ownership, was invented by Yandex in 2009, when Usmanov was actively interested in buying a large stake in the search engine. At the same time, 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 share” to Sberbank on the eve of the Yandex IPO was also a kind of guarantee to the government that foreigners would not have control over the company. Sberbank then seemed to the founders of "Yandex" to be quite large and fairly neutral, Forbes wrote.