Frank Media learned about the plan to exchange VTB's stake in Fortenova for Yandex shares

Until 2022, Sberbank and VTB were the largest shareholders of the Croatian retailer - 43 and 7% of shares, respectively. Sber sold its stake in November. According to Frank Media, VTB wants to exchange foreign investors' stake for Yandex shares

VTB Bank, which controls about 7% of the shares of the largest retailer in the Balkans, Fortenova Group, is discussing a possible exchange of this stake for Yandex shares. This was reported by Frank Media, citing two sources close to different parties to the transaction.

According to the publication, the deal has been discussed for several months, and Croatian authorities have facilitated obtaining permits to carry it out, including from the European Commission and the US Treasury Department's Office of Foreign Assets Control (OFAC).

Fortenova planned to buy Yandex shares from numerous Western investors, including several American investment banks and hedge funds, one of the sources described the scheme. “After that, they would exchange for a share in the retailer itself, and VTB would have to “drag” the share in Yandex into Russian territory,” he added. According to his information, VTB agreed that the transaction would take place at the par value of the former debt.

Frank Media notes that VTB received a stake in Fortenova to pay off the company’s debts of €350 million. However, after the start of the military operation in Ukraine , the Russian bank came under blocking sanctions from the US and EU , after which Fortenova prohibited companies under sanctions from owning a share of more than 50% shares The joint share of Sberbank and VTB was 50.4%, they were the largest shareholders of the company. Sberbank sold its 43% stake in November last year.

RBC contacted VTB for comment.

Fortenova Group is one of the leading companies in the Balkans in the production and retail of food products. The company generated consolidated revenues of almost €4 billion in 2022. Fortenova's headquarters are located in Zagreb (Croatia).

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In May, VTB CEO Andrei Kostin showed interest in buying a stake in Yandex after the company decided to divide the business into Russian and international parts. According to him, the bank is interested in purchasing a stake in the Russian Yandex as part of a consortium, but the final decision on its participation in the deal will be made based on the results of negotiations on the share, amount and other conditions. However, in June, the HEAD of VTB said that the bank may refuse to purchase the stake, since “a lot has changed” since the application was submitted, including the assessment of the company’s value. In a conversation with RBC, the banker called the discussed conditions for the sale of the Russian business of Yandex unfair and proposed to torpedo the deal.

In an interview with RBC in September, Kostin, in response to a question about the deal, said: “I said, that’s it, I don’t play in Yandex.”

The parent structure of the Yandex group, Yandex NV, is now divided between the family trust of Yandex co-founder Arkady Volozh (8.5%) and the rest of the company's employees (3.2%), the other 87.6% are in free circulation. Volozha Trust is the main owner of voting shares (45.1%), another 6.6% belongs to members of the board of directors, officers and employees of the company. Last summer, by Volozh's decision, his trust transferred voting rights to independent members of the company's board of directors: the trust votes shares only according to their recommendations.