Sberbank and Mail.ru Group have agreed on strategic cooperation and signed binding paperwork to partner in mobility and food-tech. Sberbank has also signed binding documents to acquire a 36% shareholding in MF Technologies.
Strategic cooperation between Sberbank and Mail.ru Group
Sberbank and Mail.ru Group have agreed on strategic cooperation. The parties are set to leverage their expertise to boost the development of digital economy and AI-powered products in Russia. The companies fully appreciate the potential synergy of their mutually reinforcing ecosystems, the opportunity to create unique products together with the aim to expand the range of customer services, provide a seamless customer experience, improve predictability, and customize client offers.
Potential cooperation areas include advertising products for small and medium-sized enterprises, joint products and services for Mail.ru Group and Sberbank customers, sharing of expertise in technology and new complex solutions, and joint strategic projects.
Sberbank and Mail.ru Group are already cooperating in some areas. They are running joint initiatives to promote the products and services of their ecosystems across online and offline channels, integrating Delivery Club and Citymobil with the Spasibo by Sberbank loyalty program and are set to introduce Sberbank ID to those services shortly.
Sberbank buys into MF Technologies
Sberbank has signed binding documents to purchase a 36% stake in MF Technologies - which owns 58.3% of Mail.ru Group voting shares - from Gazprombank (35%) and Rostec (1%). The value of the deal will be RUB 11.3 bln. The parties are waiting for the deal to be approved by the Federal Antimonopoly Service of Russia. As a result, the MF Technologies shareholder structure will be as follows: MegaFon (45%), Sberbank (36%), Rostec (10%), and USM Holdings (9%). The deal is expected to be closed by the end of 2019.
Mobility and food-tech JV
Sberbank and Mail.ru Group (MAIL) have signed binding documents to create a leading O2O food-tech and mobility service platform in Russia, which was announced on July 25, 2019. The deal is expected to be closed on receiving approval from the competition regulator and fulfilling suspensive conditions by the end of 2019.
The parties will have equal stakes in the JV, with up to 10% of shares being allocated for the long-term motivation program to incentivize O2O platform employees. In addition to Delivery Club and Citymobil, the platform will feature other food-tech and mobility complementary services, such as YouDrive car sharing, minority stakes in DC Daily, Performance Group, SberMarket, the SberFood digital platform for the restaurant market, previously known as Foodplex, r-keeper, an ERP platform for restaurants, and others.
Herman Gref, CEO, Chairman of the Executive Board, Sberbank:
“The agreements we’ve signed with Mail.ru Group are continuing our joint projects and mean an even closer cooperation that will enable us to bring together our technological and intellectual resources. We believe that our partnership will significantly enhance the digital economy in Russia, resulting in the active development of advanced and popular services that will change the common patterns for consumption of products and services.”
Boris Dobrodeev, CEO, Mail.ru Group:
“Our current partnership with Sberbank has been productive. It has proved that we share the same market vision and that Sberbank supports our strategy. We are pleased with the prospect of expanding our cooperation - the ecosystems of Sberbank and Mail.ru Group complement each other and together we will be able to develop O2O products and provide a wider range of services and opportunities to our users and customers. We believe that our partnership will drive growth of our companies and the market in general”.
O2O platform agreement terms:
Sberbank and Mail.ru Group are set to invest up to RUB 64.6 bln in the JV if the key performance indicators outlined in the O2O platform’s business plan are met by November 2020
Mail.ru Group will contribute its stakes in Delivery Club (100%) and Citymobil (29.67%) to the new company. Additionally, the stakes and options it holds in other firms operating in food-tech and mobility industries (including YouDrive, DC Daily, Performance Group) and RUB 8.5 bln will be contributed. An additional investment of approximately RUB 4.6 bln may be injected into the JV capital depending on if the contributed assets meet a number of KPIs by November 2020
Mail.ru Group will ensure that a 78.82% stake in Citymobil is accumulated ahead of the deal closing, which does not spell additional capital commitment to the JV
Sberbank will contribute its 35% shareholding in Foodplex and approximately RUB 38.5 bln to the JV. Sberbank’s overall contribution may be increased by an additional RUB 13 bln if Delivery Club and Citymobil meet a number of KPIs by November 2020
This means that the JV will receive approximately RUB 47 bln in capital investment by the time the deal is closed and an additional investment of up to RUB 17.6 bln if the KPIs are met. In this case the post money valuation of the JV will exceed RUB 100 bln, given the KPIs are met
Three years after the closing of the deal, Sberbank is entitled to ask Mail.ru Group’s corporate governance bodies to vote on a swap of Sberbank’s stake in the JV for Mail.ru Group shares at cost parity, but no more than 20% of all the shares Mail.ru Group holds. With no approval by the board of directors and shareholders of Mail.ru Group, this conversion is non-binding for Mail.ru Group
All funds will be invested in the JV in the form of a cash in and used to drive its organic development, consolidate assets and fund potential transactions in the food-tech and mobility segments that are complementary to the current O2O businesses
In the future, the parties are scheduled to consider bringing in more investors to facilitate the platform’s further development. According to partners’ estimates, the funding being injected into the JV should be sufficient for the platform to implement its current business plans and reach the break-even point.