Cleary Gottlieb represented Lenta Ltd. (Lenta) in connection with the mandatory tender offer made by Severgroup LLC (Severgroup) for all the outstanding shares of Lenta, including its London/Moscow-listed GDRs.
The tender was launched on April 30, 2019, upon Severgroup’s $599 million purchase of a 34.45% holding in Lenta from TPG (in which Cleary represented TPG) and a parallel purchase of a 7.47% holding from the European Bank for Reconstruction and Development. The tender was made at the same $18 per share ($3.60 per GDR) price as such purchases, and in accordance with Lenta’s articles (which incorporated by reference elements of the UK Takeover Code, while Lenta is a BVI company). As a result of the MTO, which concluded on June 4, 2019, approximately 36.8% of total shares were purchased for an aggregate consideration of $640 million, bringing the total holding of Severgroup in Lenta to 78.7%.
Lenta operates the largest hypermarket business in Russia. Severgroup is the private holding company of Mr. Alexey Mordashov.