Sberbank Acquires Priority Share in Yandex

Sberbank has acquired a “golden share” in search engine Yandex, a move assuring the government that control over the strategic asset won’t be gained by someone who shouldn’t have it.

Yandex and Sberbank said Wednesday that the search engine’s parent company, Dutch-registered Yandex N.V., issued a priority share. Yandex held a tender among several state companies, and Sberbank won because it is “state-run, public and doesn’t have direct interest in the Internet and media.” The bank got the share for a symbolic 1 euro.

The share gives only one right: veto power on the sale of more than 25 percent of Yandex’s shares. If a shareholder accumulates a significant stake in the company and decides to sell it, the issue must be discussed among the board of directors. The board will, in turn, inform Sberbank, which will render a verdict on whether to allow the sale or block it, Yandex spokesman Mikhail Ushakov said.

Sberbank won’t have a seat on the board of directors or participate in the management of the company.

And Sberbank cannot sell the priority share without the consent of Yandex’s board of directors.

The mechanism is similar to that introduced by Rosgosstrakh recently. The president took the company off the state’s list of strategic enterprises, and in return it received a “golden share,” giving it veto power on strategic issues.

Giving the share to a state bank was Yandex’s idea, Ushakov said. Such a procedure will allow the company to preserve the principles of management outlined by the company’s founders: That no single group of shareholders can make a decision on the development of the company alone.

A source close to Yandex shareholders said that, on the one hand, the move will save Yandex from hostile takeovers, but on the other hand, it guarantees that there won’t be a co-investor that does not see eye to eye with the government.

“Yandex shareholders made this decision to provide transparency in the event of a change in shareholders as the company prepares for an initial public offering,” the company said in a press release. Yandex would not comment on plans for an IPO.

The company intended to place shares on NASDAQ last fall, but the plan was interrupted by the crisis.

The authorities became interested in Yandex last year. Kremlin officials expressed concern that foreign investment funds that held stakes might sooner or later want to sell them, and then the question would arise of who would get such an important Russian asset.

Last fall, the Federal Anti-Monopoly Service blocked Google from buying online advertising firm Begun. Despite the formal reasons given for the refusal, Google didn’t make a second attempt. In April, President Dmitry Medvedev said the state should control foreign investment in Internet companies.

“The arrival of foreign investors in search engines, in large social networks, is unavoidable, of course. On the other hand, lest my words sound too conservative, we need to watch out for this. This is a question of security,” he said.

Yandex is an infrastructure company and the state is not indifferent to who controls it, said an official familiar with the terms of the deal.

Sberbank will become a de facto representative of the state and will be able to stave off foreigners wishing to gain control of the search engine, the official said.

Asked if the Russian Internet had any other infrastructure companies, he said that there were only three or four of them, including Mail.ru, which already has a co-investor on the same page as the government. Alisher Usmanov owns about 30 percent of Digital Sky Technologies, the founding owner of Mail.ru. Last year he held talks on the purchase of Yandex, but didn’t reach a deal.

State Duma Deputy Robert Shlegel, who is in the Duma’s working group for media legislation, said Yandex’s actions amounted to a gesture of good will, adding that the president or other officials cannot tell Internet entrepreneurs who they can partner with.