On August 30, 2021, Uber Technologies, Inc. (“Uber”),
together with certain of its affiliates, entered into a Framework Agreement (the “Framework Agreement”) with Yandex N.V. (“Yandex”),
pursuant to which, among other things, the parties have agreed to restructure their joint ventures, MLU B.V. (“MLU”) and Yandex
Self-Driving Group B.V. (“SDG”).
At an initial closing pursuant to the Framework Agreement
(the “Initial Closing”), Uber will sell to Yandex Uber’s entire 18.2% equity interest in SDG and 4.5% of Uber’s
equity interest in MLU (collectively, the “Initial Closing Transferred Equity Interests”).
In addition, the parties have agreed to spin-off by
way of demerger from MLU the Yandex.Eats, Yandex.Lavka and Yandex.Delivery businesses (the “Demerger”). Immediately following
the Demerger, Yandex will acquire all of Uber’s equity interest in such demerged businesses (the “Demerger Shares Closing”).
The total consideration payable by Yandex to Uber
in respect of the transferred equity interests under the Framework Agreement will be $1 billion in cash, of which (i) $800 million will
be paid at the Initial Closing as partial prepayment for the equity interests to be transferred by Uber to Yandex at the Demerger Shares
Closing and as payment for the Initial Closing Transferred Equity Interests, and (ii) $200 million will be paid at the Demerger Shares
Closing.
The parties anticipate that the Initial Closing will
occur in the third quarter of 2021, and the Demerger Shares Closing will occur late in the fourth quarter of 2021.
In addition, Uber has granted to Yandex an option
(the “Call Option”) to acquire Uber’s remaining 29% equity interest in the newly restructured MLU during the two-year
period following the Initial Closing, at an initial exercise price of $1.811 billion. Such exercise price will increase in the event that
the Call Option is exercised (i) on or after July 1, 2022 and prior to January 1, 2023, to $1.852 billion, plus interest at a rate of
4.5% per annum from August 1, 2022 through the date of the closing of the Call Option, and (ii) on or after January 1, 2023 and prior
to the second anniversary of the Initial Closing, to $1.93 billion, plus interest at a rate of 6.5% per annum from February 1, 2023 through
the date of the closing of the Call Option.
The boards of directors of both Uber and Yandex have
approved the transactions. The Initial Closing is subject to customary closing conditions. The Demerger Shares Closing is subject to the
completion of the Demerger and to other customary closing conditions. The transactions are not subject to the approval of the shareholders
of either Uber or Yandex. However, the approval of Yandex’s Class A shareholders may be required for the purchase by Yandex of Uber’s
remaining equity interest in MLU pursuant to the Call Option. The transactions are not subject to antitrust or other regulatory approvals.
The Framework Agreement contains warranties, indemnities
and covenants customary for a transaction of this nature.
Forward Looking Statements
This Current Report on Form 8-K may be deemed
to contain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995, including the completion of the transactions contemplated by the Framework Agreement. Actual results may differ materially from
the results predicted, and reported results should not be considered as an indication of future performance. Forward-looking statements
include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,”
“contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,”
“intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,”
“predict,” “project,” “should,” “target,” “will,” or “would” or
similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other
factors that may cause Uber’s actual results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements. Statements regarding future events are based on the parties’
current expectations and are necessarily subject to associated risks related to, among other things, that conditions to each of the Initial
Closing and the Demerger Shares Closing contemplated by the Framework Agreement may not be satisfied, the potential impact on the business
of MLU due to the announcement of the transactions contemplated by the Framework Agreement, the occurrence of any event, change or other
circumstances that could give rise to the termination of the Framework Agreement, and general economic conditions. Therefore, actual results
may differ materially and adversely from those expressed in any forward-looking statements. For additional information on other potential
risks and uncertainties that could cause actual results to differ from the results predicted, please see Uber’s Annual Report on
Form 10-K for the year ended December 31, 2020 and subsequent Form 10-Qs or Form 8-Ks filed with the Securities and Exchange Commission
(the “SEC”). All information provided in this Current Report on Form 8-K is as of the date of this Current Report on Form
8-K and any forward-looking statements contained herein are based on assumptions that Uber believes to be reasonable, and information
available to Uber, as of such date. Uber undertakes no duty to update this information unless required by law.