MOSCOW and THE HAGUE, Netherlands, Dec. 10, 2013 (GLOBE NEWSWIRE) -- Yandex N.V. (Nasdaq:YNDX) ("Yandex" or the "Company"), one of Europe's largest internet companies and the leading search provider in Russia, today announced that it proposes to offer US$600 million in aggregate principal amount of convertible senior notes due 2018 (the "notes"), subject to market conditions and other factors. The Company intends to grant to the initial purchasers a 30-day option to purchase up to an additional US$90 million principal amount of notes solely to cover over-allotments, if any.
The notes will be convertible into cash, Class A shares of Yandex or a combination of cash and Class A shares, at Yandex's election. Interest on the notes will be payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2014. The notes will mature on December 15, 2018, unless earlier redeemed, repurchased or converted in accordance with their terms. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering. The notes will be senior unsecured obligations of Yandex. Yandex will not have the right to redeem the notes prior to maturity, except in connection with certain changes in tax laws.
The Company intends to use a portion of the net proceeds from the offering to repurchase outstanding Class A shares. The remainder of the proceeds will be used for general corporate purposes.In connection with the offering, the Company's Board of Directors has authorized an increase in the Company's existing 12 million share repurchase program by 3 million shares, to a total of up to 15 million shares. Such Class A shares may be purchased from time to time in open market transactions. The timing and amount of share repurchases will depend on a variety of factors, including market conditions. Yandex intends to make all repurchases in compliance with applicable regulatory guidelines and to administer the program in accordance with applicable laws, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended. As of December 9, 2013, the Company had repurchased 7.9 million shares under the program. The amended repurchase program may be in effect through November 20, 2014.