Sayenko Kharenko and Avellum have advised on the sale by the Naspers Group of a controlling interest in online marketplace operator EVO Group to Rozetka.
EVO is a group of companies operating marketplaces in Ukraine (Prom.ua, Crafta, Bigl, Shafa, Kabanchik), Belarus (Deal.by), Russia (Tiu.ru), and Kazakhstan (Satu.kz).
The deal was structured as a separate sale in each of the four jurisdictions involved.
Sayenko Kharenko reports that its competition team represented all parties to the proposed transaction (i.e. the Horizon Capital, Rozetka, and Naspers groups of companies) in the Phase II investigation of the transaction initiated by the Antimonopoly Committee of Ukraine. According to Sayenko Kharenko, “following recent precedents from other European jurisdictions, the AMC decided to change its previous approach to market definition for the services provided by marketplaces and to examine the potential impact on the e-commerce market, where Rozetka is a strong player. The parties provided extensive explanations on the competition that they face from other marketplaces, classifieds, aggregators, social networks and other similar services, including those operating internationally and serving consumers in Ukraine, such as Google Shopping, AliExpress, Ebay, and Amazon. The AMC held an unprecedented number of hearings and consultations in order to clarify the peculiarities of the relevant market, which was defined as the statewide market for the provision of services for the promotion of goods (services, works) on the Internet via online platforms. At the request of the parties, in order to permit completion of the transaction within the short timeframe that was necessary to achieve the expected efficiencies from the merger, the AMC managed to reduce the review period in Phase II to about one third of the statutory review period.”
Avellum advised the EVO Group on the merger with Rozetka in Ukraine and on obtaining merger control clearance from the Antimonopoly Committee of Ukraine.
According to Avellum, “the combined Rozetka-EVO platform has 2 billion site visits and facilitates 30 million e-commerce transactions per year in the four countries. Rozetka and Prom are consistently ranked among the top 10 most-visited websites in Ukraine, reaching over 40% of Ukraine’s internet audience. Ukraine’s e-commerce segment, growing at 26% compound annual growth rate in dollar terms for the past 3 years, is poised for further growth, with online accounting for circa 7% share of total retail in 2018 vs 15-20% share in mature markets. Their merger enables the united platform to expand its product offering, rapidly introduce innovative products and services, and provide local SMEs with a superior internet marketplace experience in selling their goods and services online to local consumers.”
Sayenko Kharenko’s Corporate team was led by Partner Alina Plyushch with support from Senior Associate Dmitriy Riabikin. A Competition team led by Partner Vladimir Sayenko with support from Senior Associate Julia Kuyda and Associate Igor Pomaz advised on the antitrust matters.
The Avellum team was led by Co-Managing Partner Mykola Stetsenko with support from Associates Yaroslav Medvediev, Dmytro Symbiryov, and Anton Arkhypov.
“This transaction presented a real challenge for competition lawyers,” said Vladimir Sayenko, “as it involved strong local players operating on a rapidly developing market, which is difficult to define. Completion of such a complex Phase II investigation by the Ukrainian competition agency within less than 50 days clearly demonstrates that the Ukrainian competition agency can be very efficient even in complex matters involving rapidly developing markets of the new economy.”
