Yandex Announces Pricing of Upsized Public Offering
Moscow and Amsterdam, June 24, 2020 – 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 email@example.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.
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.
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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.