Business
Yandex Enters Into Agreement to Purchase 84.9% of Its Convertible Notes
MOSCOW, RUSSIA and AMSTERDAM, NETHERLANDS / ACCESSWIRE / June 16, 2022 / Yandex N.V. ("Yandex"), a Dutch public limited company and the parent company of one
About this update from Nebius Group N.v.
[{"type":"text","content":"MOSCOW, RUSSIA and AMSTERDAM, NETHERLANDS / ACCESSWIRE / June 16, 2022 / Yandex N.V. (\"Yandex\"), a Dutch public limited company and the parent company of one of Europe's largest internet businesses, has announced that it has entered into an agreement (the \"Purchase Agreement\") with holders of 84.9% in aggregate principal amount of Yandex's $1.25 billion 0.75% Convertible Notes due 2025 (the \"Notes\") for the purchase of such holders' Notes by Yandex (the \"Purchase\"). The selling noteholders (the \"Ad Hoc Group\") are being advised by Weil, Gotshal & Manges (London) LLP and Houlihan Lokey EMEA LLP.The Purchase Agreement, dated June 15, 2022, provides for a purchase price of $140,000 in cash and 957 Yandex Class A shares for each $200,000 in principal amount of Notes purchased (the \"Purchase Price\"). The Purchase Agreement provides that Yandex will use its commercially reasonable efforts to deliver the share consideration following the closing of the Purchase when it is permissible for the relevant shares to be delivered and received under applicable laws and regulations. The Yandex group intends to fund the cash component of the Purchase Price primarily by means of a commercial loan in compliance with Russian, United States, United Kingdom, European Union and United Nations laws and regulations. The Purchase Agreement is subject to certain conditions precedent, including the agreement of all definitive documentation required to implement the Purchase, all necessary authorisations and government approvals having been obtained for the Purchase and the consummation of the Purchase not conflicting with any applicable law or regulation. Subject to the conditions precedent being satisfied, Yandex currently anticipates that the Purchase will be completed two business days after the satisfaction of such conditions precedent, and in any case not later than June 24, 2022, as contemplated by the Purchase Agreement.Yandex intends to surrender any Notes purchased by it pursuant to the Purchase to the Principal Paying, Transfer and Conversion Agent for the Notes for cancellation in accordance with the terms and conditions of the Notes, as amended (the \"Conditions\").Agreement to Extensions in Conditions of NotesIn addition to the entry into the Purchase Agreement, Yandex and beneficial holders holding a simple majority in aggregate p...