One of the key elements of the Yandex reorganization - the exchange of shares of its parent Dutch holding Yandex NV for the securities of a new company that will receive almost all of Yandex's Russian business - has become the subject of a dispute between the company's existing and new investors, Forbes has learned.
Part of the pool of potential israel whatsapp number database investors in Yandex has spoken out against the "broad conversion" of shares. American shareholders of Yandex NV and part of the company's board of directors are not ready to make a decision on the issue of exchanging securities, believing that for Western funds this would be a "prohibited new investment in Russia"
A source familiar with the brokers told Forbes about the existing disagreements on the issue of converting Yandex NV shares into securities of the "new Russian Yandex". Such a "conflict" arose within the pool of potential investors in the Russian business of Yandex NV, confirmed another source familiar with the situation.
The conversion of shares is expected to be part of the restructuring of the business of the Dutch company Yandex NV (the parent structure of the Russian Yandex), which began back in 2022. As part of the proposed deal, Yandex NV creates a Russian subsidiary - a subholding - in which it can sell control to a group of seven Russian investors, Forbes wrote in October. Yandex's valuation at that time was $5.5 billion, taking into account the 50% discount on the sale of assets of foreign investors set by the government.
On November 14, Bloomberg reported that Yandex NV could sell its Russian business in its entirety, with the proceeds being distributed among the company's shareholders via a buyback (share buyback. — Forbes) or dividends. "If and when Yandex NV receives money from the sale of its Russian business, it could pay all or part of that money to its shareholders in the form of dividends or via a buyback," a source familiar with the situation confirmed to Forbes that such a scenario existed.
At least some of the Russian shareholders of Yandex NV, according to a note from Bloomberg, will be able to convert their shares into shares of a new structure in a special tax zone in the Kaliningrad region. However, according to a Forbes source familiar with the situation, the "American" part of Yandex shareholders and the board of directors of Yandex NV are not ready to make a decision on the exchange. They explain their position by the fact that Yandex NV shareholders from among Western investors will not be able to take advantage of the conversion, since for them it will be a "prohibited new investment in Russia," the Forbes source clarifies. Thus, according to him, some of the Yandex NV shareholders from the West will find themselves in unequal conditions compared to other shareholders, which can be considered discrimination. Therefore, the Americans among the shareholders and the board of directors of Yandex NV proposed making a decision on the exchange issue not at the level of the Dutch holding, but on the side of the "new Russian Yandex" in the Kaliningrad region, the Forbes source said.
However, there is no consensus among potential investors in Yandex's Russian business on the issue of exchanging shares, Forbes sources say. According to one of them, the idea of conversion is supported by those participants in the possible deal who themselves bought shares in the Dutch holding for subsequent exchange for Russian Yandex securities. Another part of potential investors, who did not buy these securities, with the support of officials, is against a "wide conversion" of shares. "On the one hand, there are some investors who control or will control the terms and process of conversion. On the other hand, there is the position of businessmen who did not buy [the shares] and are generally against a wide conversion. Some of the conversion is more obvious, for example, for employees. The rest is more difficult [to justify]. Therefore, there is a struggle between new investors," Forbes's source describes the situation. If there is no conversion, then this will be "the worst-case scenario" for Russian shareholders of Yandex NV, another Forbes source is sure.