Rambler Group Vs. Nginx: will there be a continuation of the story?

will there be a continuation of the story ?. IT Market


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Natalya Solovyova | 06/19/2020

Rambler Group Vs. Nginx: will there be a continuation of the story?

Lynwood Investments criminal proceeding with Nginx IT company may cause restructuring of shareholders’ shares in Rambler Group capital, as a result of which Sberbank of Russia will receive the status
owner of a controlling stake in one of the largest domestic groups of companies from the fields of media, technology and e-commerce.

Official information that 46.5% of the Rambler Group holding will be transferred to the possession of Sberbank of the Russian Federation, as the bank intends to invest in Rambler Group capital, appeared in April 2019.
investment was not announced, although experts estimated it in the amount of 9-11 billion rubles. And although just a few weeks earlier, information about the upcoming deal and even about negotiating this
Both the bank and the Rambler Group denied the account, the transaction was completed and was completely closed in August of that year.

Upon completion, other investors of the Rambler Group – Tekso Holdings Limited Alexander Mamut and Era Capital – have shares in the amount of 46.5% and 7%. Later, according to sources, Era
Capital withdrew from the Rambler Group. Thus, Sberbank of the Russian Federation and A&NN (the parent company of Tekso Holdings Limited) got equal control in the parent company of the holding
Rambler – Epoha Digital LLC – at a rate of 46.52% each, and another 6.95% – at Afisha Company LLC, the ultimate owner of which is Epoha Digital LLC holding itself.

As informed sources informed the media, the negotiations on the redistribution of the existing shares of the shareholders in the joint venture they created are connected precisely with the scandal surrounding the Nginx company, the Cyprus Lynwood Investments transferred the rights to bring claims and claims to them to Rambler Group. Information about this trial
appeared in mid-December of last 2019 and immediately earned a scandalous character. After the rights to the world-famous IT company Nginx passed to F5 Networks, Rambler Group (through
Lynwood Investments) decided to declare its claim to intellectual property – a popular Nginx software, and was even recognized as an injured party, and estimated the damage caused to it
in the amount of 51.4 million rubles. The essence of the claim was that one of the co-founders of Nginx Igor Sysoev allegedly created this software product at the time when he was still an employee of Rambler Group.

Lynwood Investments tried to solve the conflict by an absolutely unacceptable way. An application was filed with Nginx and its co-founders to law enforcement agencies, which launched a criminal
production, as sources reported, immediately in several parts of Art. 146 of the Criminal Code (“Violation of copyright and related rights”). Defendants face forced labor for up to 5 years, or deprivation
liberties for up to 6 years and a large fine. At Nginx offices and at apartments with Nginx co-founders Maxim Konovalov and Igor Sysoev, as well as with former Rambler and Nginx employee Gleb Smirnov
searches were conducted, Konovalov and Sysoev were detained and interrogated, their mobile gadgets were seized.

Having learned about what is happening, the leadership of Sberbank of the Russian Federation initiated an extraordinary meeting of the board of directors at which this conflict was discussed. In its course, it turned out that the Rambler Group did not know about
Lynwood Investments’s intentions were to initiate criminal proceedings, and Lynwood, in turn, had no obligation to notify Rambler of its plans. The leadership of Sberbank of the Russian Federation, which is just this
the period carried out the procedure for the formation of an objective idea of ​​the company in which he intended to invest, its financial condition and market position, and related
investment risks, also no information from Lynwood Investments on this issue has been reported.

The Rambler Group received strong recommendations to terminate the contract with Lynwood Investments, withdraw the application for Nginx, ask for the termination of the criminal case and continue
civil proceedings.

Today, as informed sources comment, the leadership of Sberbank of the Russian Federation is inclined to believe that the actions of the Rambler Group against Nginx could violate the terms of the transaction for its entry into capital
Rambler. A transaction such as the transfer of claim rights to Nginx should have been submitted to the joint venture’s board of directors for approval. According to information from these sources, to which
media reports, Sberbank of the Russian Federation has already begun negotiations with Alexander Mamut to reduce its stake in the Rambler Group. Now the shares of shareholders of Epoch Digital LLC can be redistributed in such a way that
Sberbank of the Russian Federation will become the owner of a controlling stake in the group’s capital, and the share of structures controlled by Mamutu, on the contrary, will decrease from the existing from 46.52% to 40%. True, as reported by the media, and Sberbank,
and Rambler reiterate that all this is just market rumors that they do not intend to comment on.

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