Sayenko Kharenko provided full transactional support for the merger of two major marketplaces
Sayenko Kharenko acted as legal counsel on the sale of a controlling interest in EVO Group by Naspers Group to Rozetka. EVO is a group of companies operating marketplaces in Ukraine (Prom.ua, Crafta, Bigl, Shafa, Kabanchik), Belarus (Deal.by), Russia (Tiu.ru) and Kazakhstan (Satu.kz).
The deal was structured as a separate sale in each of the four jurisdictions involved. Sayenko Kharenko provided full transactional support, which included complex structuring of the transaction, drafting and negotiating transaction documents, assistance with transfer of IP assets, coordination of legal counsels in all relevant jurisdictions and closing assistance.
Sayenko Kharenko’s competition team represented all parties to the proposed transaction (i.e. Horizon Capital, Rozetka and Naspers groups of companies) when the Antimonopoly Committee of Ukraine (the AMC) initiated Phase II investigation of the transaction. Following recent precedents from other European jurisdictions, the AMC decided to change its previous approach to market definition for the services provided by marketplaces and to examine the potential impact on the e-commerce market, where Rozetka is a strong player. The parties provided extensive explanations on the competition that they face from other marketplaces, classifieds, aggregators, social networks and other similar services, including those operating internationally and serving consumers in Ukraine, such as Google Shopping, AliExpress, Ebay and Amazon. The AMC held an unprecedented number of hearings and consultations in order to clarify the peculiarities of the relevant market, which was defined as the statewide market for the provision of services for the promotion of goods (services, works) on the Internet via online platforms. At the request of the parties, in order to permit completion of the transaction within the short timeframe that was necessary to achieve the expected efficiencies from the merger, the AMC managed to reduce the review period in Phase II to about one third of the statutory review period.
Sayenko Kharenko’s corporate team led by partner Alina Plyushch with support from senior associate Dmitriy Riabikin advised on merger and acquisition issues. A competition team led by partner Vladimir Sayenko with support from senior associate Julia Kuyda and associate Igor Pomaz advised on the antitrust matters.
Alina Plyushch comments: “Working in a time pressing atmosphere is not unusual for M&A lawyers, though this milestone for an e-commerce market transaction required special devotion and concentration on our part, as we had to deal with the transfer of companies in Ukraine, Belarus, Kazakhstan and Russia all having their own corporate law peculiarities. Our team managed to efficiently negotiate all necessary transactional documents with local advisers and to arrange for the simultaneous and smooth closing of the deal in all of the four jurisdictions.”
Vladimir Sayenko comments: “This transaction presented a real challenge for competition lawyers, as it involved strong local players operating on a rapidly developing market, which is difficult to define. Completion of such a complex Phase II investigation by the Ukrainian competition agency within less than 50 days clearly demonstrates that the Ukrainian competition agency can be very efficient even in complex matters involving rapidly developing markets of the new economy.”
