Sale of 99.9% stake in the media holding

On November 5, 2013, VETEK group has closed the acquisition of the controlling stake UMH group ahead-of-schedule. Vasil Kisil & Partners acted as the main advisor to the seller in the transaction, including full transactional support (deal structuring, preparation of relevant documents, supporting the purchase of portfolio investors’ shares, etc.). Wragge & Co advised the seller on English law.

This deal is one of the largest domestic transactions in the print media, radio and Internet sector. Earlier, Forbes included the UMH group acquisition deal in the list of the top ten largest M&A transactions of 2013.

This matter was unique because of the particular characteristics of the media business itself as well as simultaneous purchase of numerous minority shareholders’ shares on the sell-side, while dealing with a diverse group of companies, the added challenge of settling a dispute with one of the minority shareholders, a complex set of conditions for the completion of the transaction and a limited period of time to complete the deal of this magnitude. As of now, financial obligations under the transaction, the launch of which was announced by the parties on June 21, 2013, have been fulfilled, although there are a number of additional obligations under way. The amount of the transaction is not up for disclosure.

Vasil Kisil & Partners have acted as counsel for the establishment of the corporate structure and large М&А transactions of UMH group over the past 10 years, and have advised the group on corporate, capital markets, intellectual property, competition and dispute resolution issues.

Founded by Boris Lozhkin in 1994 UMH group is one of the leading media holdings in Eastern Europe and manages the portfolio of over 50 brands in Internet media, radio and the press in Ukraine and Russia. Its most famous publications include Korrespondent, Forbes, Telenedelya, Komsomolskaya Pravda v Ukraine, Argumenty i Fakty v Ukraine, Komanda, Football and Vogue. UMH also owns Nashe Radio, Autoradio, Europa Plus, Retro FM, Radio Alla as well as several local radio stations. According to RBC. Ratings, it is among top 15 largest media companies in the post-Soviet space. In late 2012, the company’s revenue constituted USD 151.6 million, EBITDA and net profit – USD 28.7 and USD 16.3 million respectively.