Yandex Confirms Discussions with Tinkoff Group
September 22 2020 - 12:58PM
Yandex N.V. (NASDAQ and MOEX: YNDX) (“Yandex,” “we” or the
“Company”), one of Europe’s largest internet companies and the
leading search and ride-hailing provider in Russia, today confirmed
that it is in discussions with TCS Group Holding PLC (“Tinkoff”)
regarding a possible offer by Yandex for 100% of the share capital
of Tinkoff (the “Potential Transaction”).
The parties have come to an agreement in
principle on a transaction that would consist of cash and share
consideration worth approximately $5.48 billion or $27.64 per
Tinkoff share, which, based on the closing price of Yandex shares
on September 21, 2020, would represent a premium of
approximately:
- 8.0% to the
closing price per Tinkoff GDR of $25.60 on September 21, 2020;
- 10.4% to the
volume weighted average closing price per Tinkoff GDR of $25.04 for
the one-month period ended on September 21, 2020; and
- 16.9% to the
volume weighted average closing price per Tinkoff GDR of $23.65 for
the three-month period ended on September 21, 2020.
The final terms are subject to the satisfactory
completion of due diligence and agreement on definitive
documentation, including agreement regarding conditions to closing.
There can be no certainty that any firm offer will be made for
Tinkoff, nor as to the final terms on which any firm offer might be
made.
The current intention of Yandex and Tinkoff is
for the Potential Transaction to be implemented by means of a
scheme of arrangement of Tinkoff under Cyprus law.
The Proposed Transaction would be subject to the
approval of Yandex’s Class A shareholders and General Meeting of
shareholders. If the Potential Transaction proceeds, Yandex
will provide notice of its shareholders meetings and accompanying
documentation in due course.
Forward-Looking Statements
All statements included in this press release,
other than historical information or statements of historical fact,
are “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements, including
statements regarding the Potential Transaction, are based on
management’s current expectations and are subject to risks,
uncertainties and changes in circumstances. Accordingly, the
Company cautions that the forward-looking statements contained
herein are qualified by important factors and uncertainties that
could cause actual events to differ materially from those reflected
by such statements. Such factors and uncertainties include, but are
not limited to, the risks that are detailed from time to time in
the Company’s filings with the Securities and Exchange Commission
(“SEC”). For more information on the factors that could affect the
Company’s financial results and business, review the Company’s
filings with the SEC, including, but not limited to, our Annual
Report on Form 20-F for the year ended December 31, 2019, which is
on file with the U.S. Securities and Exchange Commission (SEC) and
is available on our investor relations website
http://ir.yandex.com/sec.cfm and on the SEC website at www.sec.gov.
All information in this release is as of September 22, 2019, and
Yandex undertakes no duty to update this information unless
required by law.
About Yandex
Yandex (NASDAQ and MOEX: YNDX) is a technology
company that builds intelligent products and services powered by
machine learning. Our goal is to help consumers and businesses
better navigate the online and offline world. Since 1997, we have
delivered world-class, locally relevant search and information
services. Additionally, we have developed leading on-demand
transportation services, navigation products, and other mobile
applications for millions of consumers across the globe. Yandex,
which has 34 offices worldwide, has been listed on the NASDAQ since
2011.
Contacts:
Investor Relations
Yulia GerasimovaPhone: +7 495 974-35-38E-mail:
askIR@yandex-team.ru
Press Office
Ilya GrabovskiyPhone: +7 495 739-70-00E-mail:
pr@yandex-team.com
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