"Yandex" was thinking about protection against acquisitions, if Sberbank allows
Important changes may occur in the shareholder structure of Yandex. As Kommersant learned , Arkady Volozh is now discussing a new maneuver with top managers that will protect the company from hostile takeovers.
According to a source close to the leadership of Yandex, the structure under discussion assumes that 60% of the votes will be controlled by a fund managed by the founder Arkady Volozh and 10–12 top managers with Russian citizenship. To do this, new shares of class B-1 will be issued, 80% of which will be received by Volozh, and in the event of his withdrawal from the business - the fund itself. The fund will not have the right to dispose of these shares.
But the paradox is that such a maneuver requires the consent of Sberbank, which owns the golden share of Yandex and which is the main candidate for a hostile takeover.
From the Kommersant article:
Rumors about the purchase of Yandex shares by Sberbank with the possibility of gaining control over the company appeared on October 18, which led to a 25% drop in Yandex shares. The state bank itself denies the fact of negotiations. Arkady Volozh declined to comment, and later said he did not intend to sell his share.
As of February 1, Arkady Volozh owned 397 thousand Class B shares and 33.5 million Class A shares, representing 49.23% of the voting share and 10.35% of the economic share in the company’s capital. Vladimir Ivanov also owns a large stake in Yandex (6.23% of the votes and 3.83% in the capital). Together the co-founders and first employees of Yandex, including Arkady Volozh, own 57% of the vote.
Sberbank owns only the "golden share", which gives the right to impose a veto on the sale of more than 25% of the shares of Yandex. Sberbank purchased it in 2009 for 1 euro.
According to a source close to the leadership of Yandex, the structure under discussion assumes that 60% of the votes will be controlled by a fund managed by the founder Arkady Volozh and 10–12 top managers with Russian citizenship. To do this, new shares of class B-1 will be issued, 80% of which will be received by Volozh, and in the event of his withdrawal from the business - the fund itself. The fund will not have the right to dispose of these shares.
But the paradox is that such a maneuver requires the consent of Sberbank, which owns the golden share of Yandex and which is the main candidate for a hostile takeover.
From the Kommersant article:
According to the scheme under discussion, class B-1 shares will have only voting rights and will not grant any economic rights to their owners. 100% of the economic interest in Yandex will be received by class A owners of shares (they will also own 40% of the votes). All Class B shares are converted into Class A shares, which will allow Arkady Volozh to maintain 10% of the economic interest in the company ... Reorganization will require approval of the owners of more than 75% of the existing Class A shares and the owner of the “golden share” - Sberbank.
Rumors about the purchase of Yandex shares by Sberbank with the possibility of gaining control over the company appeared on October 18, which led to a 25% drop in Yandex shares. The state bank itself denies the fact of negotiations. Arkady Volozh declined to comment, and later said he did not intend to sell his share.
As of February 1, Arkady Volozh owned 397 thousand Class B shares and 33.5 million Class A shares, representing 49.23% of the voting share and 10.35% of the economic share in the company’s capital. Vladimir Ivanov also owns a large stake in Yandex (6.23% of the votes and 3.83% in the capital). Together the co-founders and first employees of Yandex, including Arkady Volozh, own 57% of the vote.
Sberbank owns only the "golden share", which gives the right to impose a veto on the sale of more than 25% of the shares of Yandex. Sberbank purchased it in 2009 for 1 euro.