The war with "Armada": how a quarrel among shareholders jeopardized the former IT-business of RBC

The former division of RBC media holding company in a few years has become one of the largest players on the IT-market and earned billions on state contracts. What is the conflict about between its current and former co-owners?
Origin source
The situation around the "Armada" continued to change after the release of the paper version of the December Forbes numbers. In the square brackets are the events that occurred after the date of the article in print.

In the Monday, July 21, 2014, at the Marriott was the flock diverse audience: lawyers, fund managers, pensioners. EGM IT-company "Armada", the paper of which are traded on the Moscow Stock Exchange, it was the culmination of a conflict between two groups of owners - the founders of the company and its top executives. On the eve of the leader of the first group of German Kaplun personally telephoned all the major shareholders inviting them to the meeting. His opponent, chairman Alexei Kuzovkin, ignored the invitation to the event. The meeting elected six candidates for the board of directors proposed Kaplun and Kuzovkina. "For it is only 1% voted" - said a satisfied Kaplun.

Victory? Certainly not - just a month the company's shares fell 40%, tenders of large regular customers began to win other companies, and a new CEO was unable to proceed with the management of the company. What was the cause of the corporate conflict and how it affected the business, "Armada"?

Invincible armada"

"Armada" grew out of the media holding RBC structures responsible for the support of information systems and IT-services. "We have just come to the customer and asked him to make the site", - says German Kaplun, RBC's co-founder. For a long time, the work on the customer side was carried out under the brand name of RBC, an investment in this business were approximately $ 20 million in April 2007, it was decided to gather a group of all IT-assets of the holding -. Software developer "RBC-Soft" and system integrator Helios IT- Solutions, bought ready for this legal entity at the beginning of the year - "Armada". So they called the entire holding. "The idea was to offer customers a comprehensive range of services", - explained Kaplun. This approach has yielded results.

In July 2007, "Armada" one of the first Russian IT-companies conducted the IPO, investors valued it at $ 180 million. Preparing several large IT-companies to the placement on the stock exchange, for example of IBS, but formed a few months before the "Armada & raquo; I bypassed them. "Grand time at us angry," - recalls the then head of the company Alexey Kuzovkin. In the same year, "Armada" earned 1.2 billion rubles of state contracts, which accounted for 45% of its revenue.

Due to large orders "Armada" quickly became one of the leading players in the IT-market.

She did state services portal of Moscow, developed a system of electronic trading "Mechel" and "AMURMETAL" served the Ministry of Internal Affairs, Ministry of Foreign Affairs and a dozen ministries and federal agencies. Why do customers prefer its more eminent companies? "They made us a mobile application for retailers," Crossroads "and" Carousel. " Very customer-oriented company ", - says Vladimir Rusanov, Head of Relations X5 Retail Group Public. "His reputation we have earned and that took up the most complex orders. Five minutes from our office Rosstat. So they are the country's GDP with the help of our system is considered "- while sitting in a restaurant on Chistye Prudy, says Andrew Wozniak, working in the" Armada "since its inception. He recalls that when the company proposallived his agency services, IT-specialists Rosstat reacted with skepticism to the proposal. "You have not the first, but no one has not yet managed to automate the system to commercial operation," - Wozniak describes the reaction of customers.

In another version of the competition the company's rapid growth. "They encouraged customers and were very aggressive," - says CEO of one of the software companies. Competition in the educational project, says Forbes interlocutor for him personally over the call to the office in charge of the first branch of Deputy Prime Minister Arkady Dvorkovich. The presence of the company of serious administrative resource points and the top manager of another company-competitor. "In a challenging project for custom development is not possible to come from the street, not knowing the client. Disloyal customer can simply take the work », - Forbes interlocutor explains.

Agree with the "Armada" of the division of spheres of influence of other IT-companies have failed. "They can promise you to give the victory in the tender in exchange for another, but then just as easy to take back the word," - says sobeseduk Forbes.

In the crisis year of 2009 revenue fell to 3.1 billion rubles, but already in 2012, "Armada" reached record sales - 5.5 billion rubles.

Do not boys, but men

All this time the founders RBC Herman Kaplun, Alexander Morgulchik and Artemy Inyutin between which the stock IT-companies were distributed in proportion to the shares in the media holding, in the activities of the "Armada" did not intervene. Top managers were well motivated - Alexei Kuzovkin, previously headed the IT-direction in the RBC, gave 7% in the group of "Armada". "In fact, we gave him a certain number of shares", - said Kaplun. Kuzovkin said that initially he was promised 10%, and the remaining 3% of the founders, he often recalls.

But the conflict between Anna 'and Kaplun arose much later. After the sale of the media holding package Mikhail Prokhorov Kaplun with partners engaged in venture capital investment through its own TMT Investments Fund (November 2013 they parted with RBC shares definitively). Interest in the "Armada" shareholders expressed as Alex recalls Kuzovkin the summer of 2013. Kaplun, he said, will requireal "to allow them to finance the company's management, which at that time was developing very actively." After refusing Kuzovkina Kaplun criticized the actions of management, expressed dissatisfaction with the low value of the shares (the first half of 2013, they fell by almost 40%) and shared his plans to increase the capitalization of "Armada" by buying, for example, her share of the fund TMT Investments.

"Kaplun thinks I'm still that 16-year-old boy, who arranged for them to work. But I was almost forty. And by their rules, I do not want to play, "- explains Kuzovkin.

German Kaplun in an interview with Forbes describes in detail the claims to the managers. Earnings in 2012 fell by 16%, to 410 million rubles (in 2013, the situation has worsened - profit fell 6.6 times to 11 million rubles on revenue of 5 billion rubles). "Their logic is clear: the managers tried to reduce the value of the company", - said Kaplun. According to him, after the conducted in 2011, the SPO, during which the new shares were sold, and due to retained earnings on the "Armada" accounts have accumulated enough money to buy depreciating stocks that would provide Kuzothrow more control over the company. Sam Kuzovkin explains lower profits fall of the market, rising personnel costs and general contractors services, increased costs for bank guarantees and depreciation of intangible assets.

In response to claims Kaplun, he made him an offer to repurchase shares of the founders of the market price - about 500 million rubles. He admits that he played all-in and hope that they will not accept it - was not sure where to get the money. According to him, Kaplun partners have agreed to the proposal, but put a price three times higher than the market. According to Kaplun, Kuzovkin offered below market price, and the founders were willing to sell twice the market. "I explained to him that we do not want to sell, he leads us, then, and the price will be higher," - said Kaplun. Podvisli situation.

It began corporate war with all the standard steps. Company Arsenal Advisor, through which Kaplun with partners owns shares in "Armada", in January 2014 has demanded to convene an extraordinary meeting of shareholders to re-elect the board of directors. The current board, which in addition to Kzovkina included directors' daughters ", in the Extraordinary General Meeting rejected. "On a completely ridiculous reasons! - Outraged Kaplun. - To the extent that they do not know who we are. " Kuzovkin explains that the documents have been issued false: not all the papers translated into Russian, not notarized, documented not proved that Kaplun is CEO of Arsenal. "It was possible to correct the documents, but for some reason they went to court," - he says.

In April, the Court nevertheless ruled in favor of Arsenal to hold an extraordinary meeting. In June Kuzovkin tried to enlist the support of minority shareholders, offering to pay dividends up to 30% of the profits. But the rally is also elected a new board of directors. It includes German Kaplun and its partners Alexander Morgulchik and Artem Inyutin, a representative of the Criminal Code "Leader", controlling shares controlled by the Ministry of Communications Fund "Rosinfocominvest" Constantine Nadenenko, two managers, loyal Kaplun and Alex Kuzovkin.

New Council chose the first thing a new CEO - he was a former CFOX5 Retail Group Vitaly Podolsky. However, the duties he has not started so far. Prior to the shareholders' meeting Kuzovkin managed to dismiss the general director Igor Gorbatov for absenteeism, appointing him CEO at this subsidiary structures. Instead Gorbatova CEO Andrew Wozniak has been appointed, but the record in the Unified did not have time to make. Gorbatov appealed the dismissal in court, the case is considered so far, and any action to change of management is impossible.

All these circumstances did not bother A1 company owned by "Alfa Group", which is bought in August 2014 to 6.9% market share, "Armada".

"Conflict situations - our profile. This is the case, "- explains the interest in the transaction Polyakovsky Andrew, vice president of A1.

Vitaly Podolsky in an interview with Forbes says that he heard about plans to enter A1 in the company at the beginning of August (before the transaction), it was one of the arguments in favor of the proposal to take the post of director general. "I still do not expect to be a massive asset removal and resistance management, which in conjunction with state authorities built a multi-level alLona lock, - says Podolsky. - A1 is now working actively to the removal of all barriers. "

"They came to us, consulted, learned the details of the conflict", - tells the story of A1 Kaplun. Prior to the transaction representatives "Alpha" tried to meet with the largest possible number of shareholders, not just the owners of Arsenal. "No one has asked to enter this asset is our initiative", - says Polyakovsky. Active cost inexpensive - about 70 million rubles. [A1 In late November, agreed to cooperate with the other shareholders, "Armada", owning a total of 28% of the company. The investment company will represent their interests in matters of equity control and corporate governance, as well as in the courts.]

Void Kuzovkina

Dismantled furniture, trash on the floor, piled in a corner of the room chairs - that saw Kaplun and Morgulchik during a visit to the head office of "Armada" in early August. Employees absent. Morgulchik immediately filed a complaint with the police, but he was denied the initiation of proceedings - a claim may submit onlyof CEO.

Fifteenth of August in the newspaper "Vedomosti" there was a note, which described in detail the state of the office and the corporate conflict. On the same day the action "Armada" have fallen by 40%, while the MICEX index by 0.72% (from January 2014, they fell by 60%, to 62 rubles). It was then A1 began buying paper. Alex Kuzovkin immediately gave the go-ahead to his broker to sell his package at any price. He completely got rid of the shares after the fall of quotations.

Scandal because of the empty office of the representatives of the former management seems bloated. Wozniak smiles: "No one does not steal, it's easy to check on the reporting." According to him, the company has an office expired lease term, and to renew it was unreasonable within the cost optimization program adopted in the spring. "We have 600 people sitting in the offices of the subsidiaries, there is all the work on the contract, the customer is in normal mode", - says Wozniak. He still seems to CEO and continues to publish on the website of "Armada" financial statements and results of tax audits.

"This is similar to the operation atcoating, - said Kaplun. - Because of these delays, we can not get control over its subsidiaries. "

According to him, the company at this time can be displayed funds received for completed contracts in 2014. And Kaplun, and representatives of the A1 willingly describe money withdrawal scheme in which suspected the former management of the company.

As, according to their calculations, looked these schemes? To fulfill the orders of the "Armada" attracted subcontractors - companies "Home PC" and "TverInformProdukt". Since January 2012 about 2.7 billion rubles were transferred to their accounts. Further orders were passed four more companies - "Free Technology", "Software Resources", "Unicomp-M", "Design decisions." As suggested by the shareholders, through their money are offshored or cashed.

Companies "Home PC" two. One - a subsidiary of the "Armada" (it was renamed the "Armada-Projects", the second, according to SPARK, owns a private person - Tatiana Nadtochy That second company was a subcontractor "Armada" Contact on the body..Onam company Forbes failed Nadtochy. It also owns companies "IT Systems Technology", "Information Solutions", "System Technologies" (director general of the three listed Igor Gorbatov). Through them, the shareholders claim the parent company "Armada" is also to withdraw money. Previously, "daughters" financed directly, since 2012 the money went through the transit company. But in the "daughter" does not enumerate the entire amount - the money placed on deposit in the bank.

Kuzovkin argues that the scheme has not been used for the withdrawal of funds, and to simplify the work. "Tatiana Nadtochy is co-owner of three companies belonging to the group" Armada ", their financial results are consolidated with the data group according to IFRS", - says Kuzovkin. Now the "Armada" through the courts demands to return transit companies 172 600 000 rubles.


"I'm a middle-aged man, already tired of all and I want to relax. If you want to know about your company, talk to someone from the management ", - Galina Ischun, the owner of" Software Product "vesha tube, cutting off the question in mid-sentence. This company has recently often wins on tenders regular customers "Armada", and among its employees many former subordinates Kuzovkina. (In October 2014, the nominal owner of the "Software Product" instead of Elena Ischun was Alexei Anisimov, which, according to SPARK, the head of the thirty companies of different specialization.)

Until 2009, the company "software product" was part of a group of "Armada", then it has been disposed of. "The company did not generate revenue and only marred statements. There was no reason to keep it on the books ", - explains the actions of management Andrew Wozniak.

The first time after the alienation of the company does not manifest itself. But in 2012 she won 14 state companies tenders ( "Armada" - 37), in 2013 - 9 to 33 at the "Armada".

The turning point occurred in April 2014, when corporate conflict in the "Armada" was in full swing.

During the first quarter the company "Armada-Soft" and "Armada Center" were able to sign eight government contracts, then almost did not participatein tenders. "Software Product", on the other hand, began to actively fight for the large orders.

The amount of contracts, recruited by November, - 356 million rubles, which is one and a half times more than in all of 2013. Among its biggest customers - the Ministry of Communications, Department of Information Technologies of Moscow (DIT), the Department of Transport in Moscow. "The CIO's annual IT-budget of more than 7 billion rubles," Software Product "is now account for about 10-15%", - says Forbes, a source close to shareholders "Armada". "Fund and the A1 will work together to improve the situation in the company, - said a member of the" Rosinfocominvest "Foundation Board of Directors and Advisor to the Minister of Communications Igor Kozlov. - But the Ministry of Communications can not refuse "Software Product" in participating in tenders, if the company meets the criteria. " [At the end of November, "Software Product" won the tender for the Ministry of Communications by 52 million rubles, and in early December, was the winner of the tender, "Blood Center of the Federal Medical and Biological Agency" at 719 million rubles.]

Kaplun and its partners believe that in the "Software Product" is a former mene"Armada" dzhment. According to the same Kuzovkina, Kaplun know who its beneficiary. He claims that in 2009, consulted with Kaplun, when a business partner asked him to sell him one of the "daughters" as needed "is not a legal entity leading the activities." Name of the business partner Kuzovkin call flatly refuses. Kaplun says that with him the topic was not discussed.

"I do not like working methods Kuzovkina, it has no brakes. But the "Armada" - to his credit, "- said a top manager of a large company, specializing in the development of software.

"Alex - active and energetic manager. Most of the orders the company brought it Kuzovkin "- Forbes says another source. How is it managed? Two Forbes source on the IT-market Kuzovkina say about friendship with people from law enforcement agencies. "When tendering for large companies the security forces introduced him to director of security and IT-Director will never argue with" bezopasnik ". Previously he worked in the communication "Armada", can now render and another company ", - says the vice-prezident one of the IT-corporations.

In an interview with Forbes Kuzovkin he says it has not yet decided what will continue. However, at the end of the meeting he mentioned that "goes to work."
"Armada", meanwhile, is trying to fulfill existing contracts. During the first half of the year, she won a tender for 3.6 billion rubles. "The mood of the staff is difficult to be described as optimistic, many go", - says Wozniak. The owner of a large IT-company confirms that the people of the "Armada" have appeared on the labor market: mainly developers, but there are project managers and sales managers.

"Contact with the managers of state-owned companies - a key asset" Armada ". If Kuzovkin enforces the end, he will be able to take away some customers, "- says the analyst of" Aton "Ilya Kupreev. But Capon looks to the future with optimism: "We live in a time when import substitution is very fashionable in the Programming, the potential here is huge."

"Now it is not a company, but a living corpse" - in the hearts of talking about "Armada" Kuzovkin.