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Russian Web firm seeks to protect control

Russia's most prominent Web player, Yandex NV, is in discussions to give a state company the power to veto any change in its control as it seeks to ensure its independence amid growing Kremlin calls for more control over major local Internet companies.

The proposed deal, which would be the first of its kind, highlights the complex business and political environment Russia's Internet companies are encountering now that the fast-growing sector has attracted Kremlin attention.

In recent weeks, President Dmitry Medvedev and other Russian officials have highlighted what they called the "strategic" nature of major Russian Internet companies, warning that foreign control over them could be a security concern.

But Russian laws limiting foreign investment don't cover the sector, leaving it in a murky middle ground where rules aren't clear and sensitive deals can be blocked on technicalities, industry officials say.

Yandex officials hope their approach will provide a transparent and simple mechanism for Russian authorities to exercise control over any significant change in Yandex's ownership without ceding any other powers to the state.

"We understand the government has concerns," said Yandex CEO Arkady Volozh, who is also a major shareholder of the privately held company."Our main goal is to create a transparent scheme we can explain to shareholders."

Yandex's other major shareholders include management and several Western investment funds. While the authorities are concerned primarily about foreign takeover, Yandex has also expressed fears that a local buyer also could threaten the company's success. Last year, a local tycoon with close ties to the Kremlin sought to buy a stake, but Yandex was reluctant and the deal fell through. Russia's leading search engine, Yandex is well ahead of global giant Google Inc. in local market share, according to industry analysts.

Despite its tight grip over national print and television media, industry officials say the Kremlin has generally remained true to its public pledges not to try to block Internet content. But officials are increasingly concerned that a major local player could wind up in the hands of foreign investors.

Foreign investment in search engines and social networks is "inevitable," Mr. Medvedev said earlier this month."We need to watch this, because these are questions of security," he added. Official interest in the Internet -- now used by an estimated 50 million Russians -- has stepped up particularly since Mr. Medvedev became president a year ago, industry officials say. Unlike his predecessor, Mr. Medvedev is a regular user of the Internet and Tuesday announced plans to expand his blog.

Last fall, Russian antitrust regulators blocked Google's purchase of an Internet-advertising company. People close to that deal said government officials privately expressed concern about selling control of a major local player to Google.

The Communications Ministry is working up security criteria to determine where foreign ownership might be restricted; a spokeswoman endorsed Yandex's proposed approach as "one form of defense for the state."

Yandex's plan would bypass Russia's unwieldy foreign-investment laws. Instead, it would sell at a nominal price to a state-controlled company -- one candidate is OAO Sberbank, the national savings bank, where a pro-market former economics minister is CEO -- a "golden share" entitling it to the right to block any shareholder from acquiring more than 25% of Yandex.

The share would have no other rights, and the state company would have no role in Yandex management, according to Mr. Volozh. Legally, it would be a stake in the Dutch holding company that controls Yandex, he said, since Russian law doesn't provide for such agreements.

Mr. Volozh said the deal, which could be completed within a few weeks or months, wouldn't hinder Yandex plans to sell a minority stake in an initial public offering in the future.

Источник: Total Telecom

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