Yandex begins talks to acquire shares of Tinkoff Group

MOSCOW and AMSTERDAM, Sept. 22, 2020 (GLOBE NEWSWIRE) — 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.


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