On February 4, 2024, Yandex N.V. (the “Company”) entered into a definitive agreement with a purchaser consortium to sell all of the group’s businesses in Russia and certain international markets (the “Target”). The Company’s shareholders, including the Class A shareholders, approved this proposal in early March. This transaction (the “Sale”) is being implemented in two closings.
The first closing occurred on May 17, 2024, at which time the Company sold a 68% interest in the Target for a combination of cash and Class A shares of the Company.
The Company expects that the second and final closing will occur within seven weeks after the first closing, at which time the Company will sell its remaining interest in the Target. The consideration at the second closing will be paid in a combination of up to 108 million Class A shares of Yandex N.V., with the balance (if any) to be paid in Chinese Yuan outside Russia. Following the second closing, Yandex N.V. will have no interest in the Russian businesses.
The number of Class A shares outstanding will be reduced by the number of shares received as partial consideration in the Sale at each of the first and second closing. Following the first closing, the number of Class A and Class B ordinary shares outstanding is 293.9 million. The Class A shares received as consideration will be held in treasury, pending use under the Company’s equity incentive plans and for further financing purposes.
Furnished as Exhibit 99.1 to this Report on Form 6-K is unaudited pro forma condensed consolidated financial information of the Company (the “Pro Forma Financial Information”) that gives effect to both the first closing and the second closing. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2023, 2022, and 2021 give effect to the Sale as if it had occurred on January 1, 2021. Unaudited pro forma condensed consolidated balance sheet as of December 31, 2023 gives effect to the Sale as if it had occurred on December 31, 2023. Although YNV has negotiated contractual protections with a view to ensuring that the second closing occurs, YNV can provide no assurance in this regard. International or Russian legislative, regulatory or sanctions developments could prevent the parties from effecting the second closing. Moreover, in the event that the purchaser breaches its obligations to effect the second closing, YNV would have contractual rights to seek recourse but may be unable to obtain specific performance or other injunctive relief, and may not be able to obtain cash compensation in a sufficient amount or at all.
