Transaction Financing

Ozon entered into a sale and purchase agreement, dated April 12, 2021, to acquire 100% of the charter capital of Oney Bank LLC from Sovcombank. The total consideration will be determined at closing and is subject to price adjustments based on the asset value of the acquired company as of the closing date. The total consideration for the transaction is payable in cash and is not expected to exceed $10.0 million. The transaction is subject to regulatory approval by the Central Bank of Russia and other customary conditions.

Transaction Rationale

The acquisition of Oney Bank is an important milestone for Ozon. It will equip Ozon with the necessary set of licenses to augment the growth and development of its fintech vertical through expanding and enhancing the array and quality of the financial services products offered to the customers and sellers on the Ozon platform. Ozon expects the improved financial services offering to boost customer engagement and retention, as well as attract more sellers to the Ozon marketplace, promote monetization across the Ozon platform, and increase the Company’s total addressable market.

Whilst Ozon is acquiring the bank to enhance its own financial services offering, the Company will also continue to actively cooperate with other banks and fintech companies to finance the loan book and to develop new products and services for the benefit of the customers and sellers on the Ozon platform.

Vahe Ovasapyan, Vice President, Ozon Financial Services, commented:

"The acquisition of a bank enables Ozon to implement our product vision in fintech. Our goal was to acquire an asset which we can integrate into our fintech business expediently and efficiently. Furthermore, transparency and reliability of the acquisition target were key criteria for Ozon in concluding this transaction. Sovcombank is our longtime partner and we have had a constructive business relationship for a number of years, developing B2B and B2C products. This deal will give us additional flexibility in launching financial services for our customers and marketplace sellers. This includes faster payment services with lower commissions. I am excited about the near-term development and the long-term outlook for the fintech business at Ozon.”

Sovcombank Management Board Chairman Dmitry Gusev noted:

"We acquired Oney Bank with the intent to merge it into Sovcombank. However, when we were approached by Ozon, which was looking for a smaller bank for potential integration into its own business, we agreed to a deal and decided to sell this banking asset to our long-time partner.”