White & Case and WilmerHale lead on Sberbank JV with search engine
21 January 2013 | By Ruth Green
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White & Case and WilmerHale have scooped the lead roles as Sberbank forms a joint venture with Russian search engine Yandex, a deal that kickstarts the two companies’ plans for a new online payment service.
The deal, which sees the Russian bank buy a 75 per cent stake in Yandex’s online payment service Yandex.Money (Yandex.Dengi in Russian) for $60m (£37.5m), will allow the two companies to combine Sberbank’s banking expertise and Yandex’s internet technologies to develop a series of new online retail payment services and put Yandex.Money on a par with rivals such as PayPal.
White & Case acted as UK and Russian counsel to Sberbank. Moscow corporate partner Andrei Dontsov is understood to have led the deal with the support of counsel Adam Smith and associate Konstantin Bochkarev.
WilmerHale was the lead adviser to Yandex on the overall share sale and the formation of the joint venture, which is governed by English law. The team was led by London-based corporate partner Tim Corbett and UK corporate counsel Erika McIntyre, New York transactional partner Richard Andersen and Palo Alto-based transactional technology specialists Adit Khorana and Ashwin Gokhale.
Russian firm Laseta Partners also provided additional advice to Yandex on the Russian law aspects of the deal. Corporate and telecoms partner Serguey Baev led the team and was supported by corporate partner Tatiana Kachalina. The team also reviewed and revised all the deal’s English law documents in relation to Russian law.
As part of the agreement, signed on 19 December, Yandex will retain a 25 per cent stake in Yandex.Money. Yandex.Money’s CEO Evgenia Zavalishina will head the joint venture.
Unusually for a Russian deal of this nature, the joint venture has no interest in an offshore holding vehicle. However, Corbett confirmed that the parties created an umbrella joint venture agreement under English law to provide for certain issues, such as arbitration, and to ensure compliance with Russian company law.
The deal is still subject to regulatory approvals and it is expected to close by the end of the first quarter of 2013.
Background to this deal:
White & Case has acted for Sberbank for a number of years and scored a coup in 2009 when it won the mandate to advise the bank on its joint $500m (£313m) acquisition together with Canadian auto-parts manufacturer Magna International of a 55 per cent stake in German automobile company Opel from General Motors.
In 2012 the firm was one of seven firms to be appointed to Sberbank’s corporate and M&A sub-panel when it launched its inaugural legal panel in October 2012 (24 October 2012).
In June last year the firm acted on the other side from Sberbank when it acquired Turkish-based Denizbank. A joint London and Istanbul White & Case team acted for the seller, Belgium’s Dexia, while Linklaters acted for Sberbank (11 June 2012).
WilmerHale has acted for Yandex several times in the past, including advising the Russian search engine on its $1.4bn IPO on Nasdaq in 2011, at that time making it one of the technology sector’s biggest floats since Google in 2004. Laseta Partners acted as Russian counsel to the search engine.
Baev’s relationship with Yandex predates Laseta Partners. In 2009, he and Tatiana Kachalina left Russian outfit Liniya Prava to establish Laseta Partners, bringing most of their team with them. In 2008, while still at Liniya Prava, Baev worked alongside Corbett and others at WilmerHale advising Yandex on its initial plans to go public before the offering was postponed due to market conditions.
For more on Sberbank’s panel review and the Russian legal market, see feature