yndx_Current_Folio_6K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C. 20549 

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

 

 

July 13, 2017

 

 

YANDEX N.V.

 

Schiphol Boulevard 165

1118 BG Schiphol

Netherlands

+31 (0)20 206 6970

(Address, Including ZIP Code, and Telephone Number,

Including Area Code, of Registrant's Principal Executive Offices)

 

 

 


 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  X Form 40-F   ___

 

 

 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____


 

 

 

On July 13, 2017, Yandex N.V. entered into a Contribution Agreement (the “Contribution Agreement”) with Uber International C.V., a wholly owned subsidiary of Uber Technologies, Inc., to combine their ridesharing, food delivery and related logistics businesses in Russia and neighboring countries.

Pursuant to the Contribution Agreement, the parties will contribute their respective businesses within the territories to a newly formed Dutch company, MLU B.V. (“MLU”).  In addition, Yandex will contribute $100 million in cash and Uber will contribute $225 million in cash to MLU at closing.  Further, Yandex will sell to Uber an additional 2% stake in MLU in exchange for shares of Class A common stock of Uber.  Following closing, MLU will be owned approximately 59.3% by Yandex, 36.6% by Uber, and 4.1% by employees, on a fully diluted basis, reflecting an assumed valuation of the combined business of approximately $3.725 billion.

The combined business will initially operate in the Russian Federation, Kazakhstan, Azerbaijan, Armenia, Belarus and Georgia, with the joint venture territory also including  Kyrgyzstan, Moldova, Tajikistan, Turkmenistan and Uzbekistan, subject to appropriate regulatory approvals.

The boards of directors of both Uber and Yandex have approved the transaction. The closing of the transaction is subject to customary closing conditions, including regulatory approval in the Russian Federation, and is expected to close before the end of 2017. The transaction is not subject to the approval of the shareholders of either Uber or Yandex.

The Contribution Agreement contains warranties, indemnities and covenants customary for a joint venture combination of this nature.  At closing, Yandex and Uber will enter into a shareholders agreement (the “Shareholders Agreement”) in respect of the governance and operation of MLU.  Pursuant to the Shareholders Agreement, Yandex will have the right to appoint a majority of the members of the supervisory board of MLU.  As a significant minority shareholder, Uber will have protective rights customary for a joint venture of this nature. Both parties will agree to customary restrictions on transfer of their shares in MLU, as well as customary rights of first refusal, tag-along, drag along and public offering registration rights. At closing, Yandex and Uber will also enter into a deed of covenant, pursuant to which they will agree not to compete with MLU in the ridesharing, food delivery and related logistics business in the territories for an agreed period, as well as certain non-solicitation restrictions with respect to employees of MLU.

Both parties will license their respective brands to MLU for use in the territories.  In addition, Yandex will license its core maps, location-based services and related technology to MLU.  The MLU business will operate on the existing Yandex.Taxi technology platform, following a transitional period during which riders will be able to use both Yandex and Uber rider-side apps, while the driver-side apps will be integrated.  Uber and MLU will also enter into an agreement to enable their respective riders to roam onto the two companies’ apps when traveling in their respective territories.

Uber will grant Yandex a right to require Uber to repurchase the Uber Class A shares received by Yandex in respect of the secondary sale described above, and Uber will have a right to require Yandex to sell such Uber shares back to Uber during such period, in each case at an agreed valuation and during an agreed time period.

 

A press release announcing the signing of this agreement is attached as Exhibit 99.1.

 


 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

YANDEX N.V.

 

 

 

 

Date: July 13, 2017By: /s/ Greg Abovsky

     Greg Abovsky

     Chief Financial Officer 

 

 

 


 

INDEX TO EXHIBITS

 

Number 

Description

99.1

Press Release of Yandex N.V. dated July 13, 2017, announcing a Contribution Agreement with Uber International C.V., a wholly owned subsidiary of Uber Technologies, Inc., to combine their ridesharing, food delivery and related logistics businesses in Russia and neighboring countries.

 

 

 


yndx_Ex99_1

Yandex and Uber to Combine Their Ridesharing Businesses in Russia and Neighboring Countries

 

Moscow, Amsterdam and San Francisco, July 13, 2017 — Yandex (NASDAQ:YNDX) and Uber announced today an agreement to combine their ridesharing businesses in Russia, Kazakhstan, Azerbaijan, Armenia, Belarus and Georgia into a new company (“NewCo”). Uber will also contribute its UberEATS business in the region to NewCo.

 

In addition, Uber has agreed to invest $225MM and Yandex has agreed to invest $100MM into NewCo, valuing it at $3.725Bn on a post-money basis. After these investments, and subject to certain adjustments at closing, NewCo will be owned approximately 59.3% by Yandex, 36.6% by Uber, and 4.1% by employees of the company, on a fully diluted basis. Tigran Khudaverdyan, currently the CEO of Yandex.Taxi, will become the CEO of the combined business.

 

NewCo will draw on the strengths of Yandex, the search, maps and navigation leader in the region, and Uber, the global ridesharing leader, to develop a fast-growing, sustainable business that best serves the needs of riders, drivers and cities.

 

After the closing of the transaction, consumers will be able to use both Yandex and Uber apps while the driver-side apps will be integrated, leading to shorter passenger wait times, increased driver utilization rates, and higher service reliability.

 

This combination greatly enhances Yandex’s ability to offer better quality service to our riders and drivers, to quickly expand our services to new regions, and to build a sustainable business,” says Tigran Khudaverdyan of Yandex.Taxi. “The combined companies currently perform over 35 million rides a month while growing over 400% year-over-year. Since founding Yandex.Taxi in 2011, we have connected tens of millions of riders and drivers to become the largest and most trusted ridesharing business in Russia and neighboring countries. We are excited to expand on this foundation in collaboration with Uber.”

 

“Not only is this partnership good news for our two companies, it’s also great for riders, drivers and cities across the region. This deal is a testament to our exceptional growth in the region and helps Uber continue to build a sustainable global business,” says Pierre-Dimitri Gore-Coty, Head of Uber in Europe, the Middle East and Africa.

 


 

The boards of directors of both Uber and Yandex have approved the transaction. The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close in Q4 of 2017.

 

Today, Thursday, July 13, 2017, Yandex management will hold a conference call and webcast at 8:00 a.m. U.S. Eastern Time (3:00 p.m. Moscow time, 1:00 p.m. London time) to discuss the transaction. Slides for the presentation are available at:

 

http://files.shareholder.com/downloads/YNDX/3083635528x0x949162/634DD771-1F32-4CBF-BE94-54E8E1011ACA/Supplementary_Slides.pdf 

 

Live Call

US: +1 877 280 1254

UK/International: +44(0)20 3427 1912

Russia: 8 800 500 9311

Passcode: 5144475

 

Replay

US: +1 719 457 0820

UK/International: +44 (0) 207 660 0134

Russia: 810 800 2702 1012

Passcode: 5144475

Available until July 19, 2017

 

Webcast

https://edge.media-server.com/m6/p/wrznqa56 

 

 

 


 

For press enquiries, please contact:

 

Yandex:

Yandex press office:

Ochir Mandzhikov, Asya Melkumova

+7 495 739-70-00

pr@yandex-team.ru
 

Yandex.Taxi press office:

Vladimir Isaev

+7 495 739-70-00

pr@yandex-team.ru

 

Uber:

press@uber.com 

 

 

About Uber

Uber’s mission is to provide reliable transportation everywhere, for everyone. We started in 2010 to solve a simple problem: how do you get a ride at the touch of a button? Six years and more than five billion trips later, we’ve started tackling an even greater challenge: reducing congestion and pollution in our cities by getting more people into fewer cars.

 

About Yandex

Yandex (NASDAQ: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 17 offices worldwide, has been listed on the NASDAQ since 2011.


 

 

This press release contains forward-looking statements that involve risks and uncertainties. These include statements regarding the anticipated closing of the transaction described above, the successful combination of the two businesses, and the impact of such transaction on Yandex’s financial results. Actual results may differ materially from the results predicted or implied by such 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, the satisfaction of the conditions to closing, the risks inherent in complex business combinations, and the impact of macroeconomic and geopolitical developments affecting the Russian and regional economy, as well as those risks and uncertainties included under the captions "Risk Factors" and "Operating and Financial Review and Prospects" in our Annual Report on Form 20-F for the year ended December 31, 2016, which is on file with the Securities and Exchange Commission and is available on our investor relations website at http://ir.Yandex.com/sec.cfm and on the SEC website at www.sec.gov. All information in this release is as of July 13, 2017, and Yandex undertakes no duty to update this information unless required by law.