Yandex N.V. (NasdaqGS:YNDX) entered into a binding agreement to acquire minority stake in MLU B.V., Yandex Self-Driving B.V., Yandex.Eats, Yandex.Lavka and Yandex.Delivery from Uber Technologies, Inc. (NYSE:UBER) for $1 billion on August 30, 2021. Yandex will receive: Uber's 33.5% indirect interest in Yandex.Eats, Yandex.Lavka and Yandex.Delivery, giving Yandex 100% ownership in all three businesses; Uber's 18.2% interest in Yandex Self-Driving Group (SDG), giving Yandex 100% ownership in the business; and an additional 4.5% interest in the newly restructured MLU, which will focus on mobility businesses, giving Yandex and its employees a total of approximately 71% ownership in the joint venture. This includes: approximately 68.3% ownership of Yandex and management in the joint venture; and approximately 2.8% reserved for employee equity incentive program of MLU. In addition, Yandex receives a two-year American call option to acquire the remaining 29% of Uber's interest in the newly restructured MLU at a strike price of $1.8 billion, subject to agreed increases over the option period -- going up to approximately $2.0 billion if exercised in September 2023. The total consideration payable by Yandex to Uber in respect of the transferred equity interests under the agreement will be $1 billion in cash, of which (i) $800 million in cash will be paid at the Initial Closing as partial prepayment for the equity interests to be sold at the Demerger Shares Closing and payment for Uber's equity interests in SDG and MLU, and (ii) $200 million in cash will be paid at the Demerger Shares Closing. On September 7, 2021, Yandex N.V. paid $800 in cash under the agreed payment terms and following the completed milestones of the transaction. The remaining $200 of consideration is to be paid upon the completion of the demerger and subsequent transfer of Uber's shares in Demerged Businesses, which are expected to take place by the end of 2021.

The transaction has been approved by the Boards of Directors of Yandex and Uber. Shareholder approval is not required. The approval of Yandex's Class A shareholders may be required for the purchase of Uber's remaining interest in MLU pursuant to the call option. The transaction is not subject to antitrust or other regulatory approvals. The transaction will be implemented in two stages: Stage 1: Acquisition of 4.5% of MLU and 18.2% in SDG (expected to be closed by the end of the third quarter 2021); Stage 2: Demerger of Yandex.Eats, Yandex.Lavka and Yandex.Delivery from MLU and subsequent acquisition of Uber's interest in these businesses (expected to be completed by the end of 2021). BofA Securities acted as a financial advisor to Uber.



Yandex N.V. (NasdaqGS:YNDX) completed the acquisition of minority stake in MLU B.V., Yandex Self-Driving B.V., Yandex.Eats, Yandex.Lavka and Yandex.Delivery from Uber Technologies, Inc. (NYSE:UBER) on December 21, 2021. As in September 2021, Yandex acquired 18.2% interest in Self Driving Group and a 4.5% interest in MLU. As on December 21, 2021, Yandex acquired Uber's interest in the demerged businesses Yandex.Eats, Yandex.Lavka and Yandex.Delivery. Following closing, Yandex owns: 100% of Yandex Self-Driving Group, Approximately 71% of MLU B.V., 100% of each of the Yandex Eats, Yandex.Lavka and Yandex.Delivery.