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Sberbank and Mail.ru Group plan to create a leading Russian O2O (online-to-offline) services platform focused on the key areas of food and transportation. The joint venture (JV) will operate in Russia’s two largest digital consumer markets that are expected to have a combined value of more than RUB 1 tln over the next three years with an anticipated CAGR of more than 30%. The partners will hold equal 50/50 stakes in the JV.

The partnership will allow the financial and technological resources of Sberbank and Mail.ru Group to be combined and will create an optimal environment for the development of O2O consumer services. The services offered by the platform will be integrated into the ecosystems of Sberbank and Mail.ru Group, and compliment the existing range of high-quality services that meet consumers’ everyday needs.

The parties have signed a letter of intent on the creation of the JV. The legally binding agreement is planned to be signed in autumn 2019, after approval is received from corporate governance bodies, anti-monopoly authorities and other regulators.

The strategic partnership will:

Build a leading O2O platform around Russia’s two largest digital consumer markets: food and transportation, which currently account for more than half of household spending. These are fast-growing and high-frequency consumer segments with high potential profitability.

Broaden the geographic reach of Delivery Club.
Accelerate the regional expansion of Citymobil and strengthen its position in the Moscow market.

Increase efficiency, quality of customer service, boost the capacity and speed of order processing, and strengthen the technological foundation, including through the artificial intelligence capabilities employed by the services.
Create a market leading business with the potential for an IPO in the next few years.

Deal structure:

Sberbank and Mail.ru Group plan to invest up to RUB 64 bln in the JV on the condition that key performance indicators are achieved over the 12-month period following the closing of the transaction.

Mail.ru Group will contribute to the new company its stakes in Delivery Club (100%) and Citymobil (22.69%), the related minority investment and options it holds in other firms from these industries, as well as RUB 7.7 bln. An additional investment of up to RUB 5.1 bln may be added to the capital of the JV depending on the achievement of a number of KPIs by contributed assets over the 12-month period following the closing of the transaction.

Prior to deal closing, Mail.ru Group will ensure that a stake of no less than 75% in Citymobil is accumulated by the JV.

Sberbank will contribute its share in Foodplex (35%) and approximately RUB 38 bln in cash to the JV. Sberbank’s overall contribution may increase by an additional RUB 13 bln if Delivery Club and Citymobil achieve a number of KPIs over the next 12 months.

This means that the JV will receive RUB 45.5 bln at the conclusion of the deal, and an additional investment of up to RUB 18 bln over the following 12-month period after closing if KPIs are achieved. If these KPIs are achieved, the post money valuation of the JV will exceed RUB 100 bln.

All financing will be invested in the JV in the form of cash-in and used to drive organic development, consolidate assets and fund potential transactions in the foodtech and mobility segments that are complementary to the existing O2O businesses.

In the future, the parties will consider the possibility of bringing in additional investors to facilitate the further development of the platform.

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