Companies that sold a Russian company offered a return option in 21% of transactions

Lawyers studied about 100 mergers and acquisitions and joint venture transactions, the value of which amounted to at least one billion rubles. The transactions were carried out in relation to non-public companies and their subject matter was only shares and/or participations. Transactions involving the departure of foreign investors were not analyzed, except those carried out under conditions close to those of the market.

The experts concluded that the option buyback price was determined by market valuation in only 33% of the cases in which it was granted. In the remaining 67% it was established according to other criteria. In 83% of the transactions, a discount of 50% or more in the price was provided for in the sale of Russian assets by foreigners.

In half of the cases, the contribution to the federal budget for companies leaving Russia amounted to 15% of the market value of the asset. 43% of the buyers of these assets (they, as a rule, pay this contribution) contributed 5% to the budget, and 7% contributed 7.5% of their market value. In most cases, the voluntary contribution was not deducted from the transaction amount, but was paid in addition.

39% of Russian asset sales transactions were carried out in rubles, 36% in euros and 19% in US dollars. Among countries where there were banks accepting payments, the leaders were Austria (16%), Sweden (12%), Germany and the Netherlands (12%).

Russian legislation was applied in 61% of M&A transactions in Russia. According to the lawyers who conducted the study, this indicates “the development of the domestic legal system and a focus on the use of national legislation in domestic Russian transactions.”

Across the country, from spring 2022 to August 2024, more than a hundred major mergers and acquisitions occurred. Over the past year, M&A activity in Russia “has not slowed down at all,” said Alexander Zharsky, a partner at the Alrud law firm.

Foreign companies intending to leave the Russian market must agree to the sale of local assets with the Russian authorities, and also meet the requirements: offer a 60% discount (compared to 50% in October) and contribute 15% to budget.