Lenta in Mandatory Tender Offer by Severgroup

June 4, 2019

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.