Yandex Announces Pricing of Upsized Public Offering
June 24 2020 - 7:45PM
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 announced
the pricing of its public offering of 8,121,827 newly issued Class
A shares at a public offering price of $49.25 per Class A share. In
addition, Yandex has granted the underwriter a 30-day option to
purchase up to an additional 1,218,274 Class A shares at the public
offering price per share. The public offering is expected to close
on June 29, 2020, subject to the satisfaction of customary closing
conditions. Goldman Sachs & Co. LLC is acting as the sole
bookrunner and underwriter for the public offering.
In addition, concurrent with the public
offering, Yandex intends to sell, subject to the consummation of
the public offering and other customary conditions, in a private
placement exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”),
4,060,913 Class A shares to each of three private investors, or an
aggregate of 12,182,739 Class A shares, at the public offering
price per share. The investors in the concurrent private placement
(the “Investors”) are JSC VTB Capital, the investment business arm
of VTB Group, a Russian bank and global provider of financial
services; Ervington Investments Limited, a company whose ultimate
beneficiary is Roman Abramovich; and Treliscope Limited, a company
whose ultimate beneficiaries are Alexander Abramov and Alexander
Frolov. The consummation of the public offering is not contingent
on the consummation of the concurrent private placement. Goldman
Sachs International is acting as the sole placement agent for the
concurrent private placement.
The aggregate gross proceeds from the public
offering and the concurrent private placement are expected to be
approximately $1.0 billion, before deducting underwriting discounts
and commissions, placement agent fees, and estimated aggregate
offering expenses.
A preliminary prospectus supplement and the
accompanying prospectus relating to the public offering was filed
with the Securities and Exchange Commission (the “SEC”) on
June 23, 2020. The final prospectus supplement relating to the
public offering will be filed with the SEC. Copies of the final
prospectus supplement and the accompanying prospectus relating to
the public offering may be obtained, when available, by visiting
EDGAR on the SEC website at www.sec.gov or from Goldman Sachs &
Co. LLC, Attention: Prospectus Department, 200 West Street, New
York, NY 10282, or by telephone at (866) 471-2526 or by email at
prospectus-ny@ny.email.gs.com. The final terms of the public
offering will be disclosed in a final prospectus supplement to be
filed with the SEC.
The Class A shares being offered in connection
with the public offering are being offered by Yandex pursuant to
its shelf registration statement on Form F-3, including a base
prospectus, that was previously filed by Yandex with the SEC on
June 23, 2020 utilizing an automatic shelf registration process.
The Class A shares to be sold in the concurrent private placement
have not been registered under the Securities Act or under any
other jurisdictions and, unless so registered may not be offered or
sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of securities, in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
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
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of Section 27a of the Securities Act
and Section 21e of the Securities Exchange Act of 1934, as amended,
including statements regarding our public offering and the
concurrent private placement, our expectations with respect to
granting the underwriter a 30-day option to purchase additional
Class A shares in the public offering, our expectations with
respect to the execution and effects of the investors agreement,
and other statements identified by words such as “could,”
“expects,” “intends,” “may,” “plans,” “potential,” “should,”
“will,” “would,” or similar expressions and the negatives of those
terms. Forward-looking statements are not promises or guarantees of
future performance and are subject to a variety of risks and
uncertainties, many of which are beyond our control, and which
could cause actual results to differ materially from those
contemplated in such forward-looking statements. The potential
risks and uncertainties that could cause actual results to differ
from the results predicted or implied by such statements include,
among others, macroeconomic and geopolitical developments affecting
the Russian economy or our business, particularly in light of the
COVID-19 pandemic, changes in the political, legal and/or
regulatory environment, competitive pressures, changes in
advertising patterns, changes in user preferences, technological
developments, and our need to expend capital to accommodate the
growth of the business, as well as those risks and uncertainties
included under the captions “Risk Factors” in our Annual Report on
Form 20-F for the year ended December 31, 2019 and in the
preliminary prospectus supplement filed with the SEC on June 23,
2020.
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