Purging the "russian trail" and juggling beneficiaries. How Ukrainian companies change their owners amidst the war

Purging the "russian trail" and juggling beneficiaries. How Ukrainian companies change their owners amidst the war

And why most such deals are done in the shadows

Purging the "russian trail" and juggling beneficiaries. How Ukrainian companies change their owners amidst the war
Photo: depositphotos.com

The official M&A market in Ukraine has declined significantly, if not completely. According to Mind's estimates, the volume of public M&A deals in Ukraine totalled $436.5 million in 2022. The total deal value exceeded $1.5bln. Teams with Ukrainian roots raised more than $800 million in venture capital investment.

Just for comparison: In 2021, the M&A sector was worth about $2.7bln.

This means that the size of deals in the real sector has decreased. The main reason is quite clear: the hostilities and the rapid drop in business activity. After 24th February 2022, many investors withdrew their planned investments. It was more important for them to save their capital and, if possible, move it out of Ukraine.

Despite restrictions by the National Bank of Ukraine, capital outflow from the private sector in 2022 exceeded $24 bln. Although the NBU estimates the net inflow of foreign direct investment into Ukraine in 2022 at $587 mill, against the backdrop of capital flight – it's a drop in the ocean. em>

However, when considering the situation more broadly and going beyond classic M&A deals, when it is not just about an investor entering the business or about a real change of owners, the market is much more « iving».

Many deals are related to the removal of russian beneficiaries from Ukrainian companies. Often these are merely nominal changes, while former owners still retain control over the business. This is why companies often do not advertise changes in the ownership structure, and the details of the deals remain in the shadows.

According to Mind’s estimates, the M&A market in Ukraine in 2022 and in early 2023 had the following structure: approximately 40% of deals were venture investments in Ukrainian projects (mainly from the IT sector), and approximately 20% of deals were direct investments, mainly from domestic investors, including current business owners. Other mergers and acquisitions are associated with "purging" companies of toxic russian roots, and also with the arrival of new owners, who at the same time prefer not to advertise their presence and influence on the business.

Ukrainian investors dominated in number over foreign counterparts, but traditionally fell behind in aggregate investments. In fact, only every third dollar in public deals was Ukrainian.

Among the main reasons one can highlight a significant loss of capitalisation of Ukrainian assets due to the war and significant limitations for development.

Part of the businesses were relocated or completely removed from Ukraine. With them left the country and their beneficiaries.

Purging the "russian trail" and juggling beneficiaries. How Ukrainian companies change their owners amidst the war

The Ukrainian M&A market has always been as closed as possible. The war has only intensified this trend. On average, every 8th large business changed ownership last year.

The amount of real shadow deals, according to Mind's estimates, exceeded $1 billion. Some of the biggest include the purchase of Megogo by Stepan Chernovetsky or the exit of the late Igor Yeremeyev's children from the WOG shareholders' list.

Purging the "russian trail" and juggling beneficiaries. How Ukrainian companies change their owners amidst the war

Mind selected the top 5 public deals and certain interesting non-public deals related to the change of beneficiaries in Ukrainian companies over the past year and tried to understand them.

Public deals

DMarket

Deal size: $85 mill
Founders: Volodymyr Panchenko, Tamara Slanova, Oleksandr Kokhanovsky
New owner: Mythical Games

DMarket is the first blockchain exchange for selling and exchanging items from virtual games: CS:GO, Team Fortress 2, Rust, Dota2, and others.

In 2017, DMarket raised $25 mill during two stages of an ICO. In 2020, the startup attracted another $7.2 mill, with investors including Almaz Capital fund and the company Xsolla. In January 2022, American gaming company Mythical Games announced the purchase of DMarket. The deal amount was not officially disclosed, but market experts valued it at $70-$100 mill. Following the deal, DMarket's Kyiv office became part of the Mythical East division.


Apostera

Deal size: $50+ mill
Founders: Andriy Golubynsky, Viktor Sdobnikov, and Olga Mirkina
New owner: Samsung Electronics Co

Apostera is involved in the development of mixed reality-systems for the automotive industry and has already become one of the world leaders in its field. The team's main development was augmented reality (AR) technology for cars, in which the car's windscreen is transformed into a projection display that helps the driver navigate the route.

The company was founded in 2017. The following year, in 2018, Apostera became a supplier to Audi. In spring 2021, the Audi Q4 e tron electric car was officially presented with its AR-Creator navigation module. In February 2022, the company was acquired by a subsidiary of Samsung Electronics Co – Harman International Industries, Inc. The value of the deal is estimated at $50 million, although the amount was not officially announced.


Clickdealer

Deal size: $45 mill
Founders: Max Polyakov, Tetiana Serediuk, and Dmytro Atamaniuk
New owner: Digital Media Solutions

ClickDealer is one of the leading global marketing agencies focused on CPA monetisation models. ClickDealer's clients are advertisers and webmasters who strive to increase the revenue of their online marketing campaigns.

In March 2023, American DMS announced the acquisition of ClickDealer. Along with it, the company also acquired the HomeQuote marketplace, which is part of ClickDealer.


Augmented Pixels

Deal size: $30 mill
Founders: Vitaliy Gonharuk
New owners: Qualcomm

Augmented Pixels, an interactive technology developer, specialises in augmented and virtual reality, navigation, drones, and robots. The company's developments are used for 3D geolocation, creation of 3D maps, and navigation products.

Founded in 2013 in Odesa, the company made it into the top 5 Best AR Developers in the UK within a year of its establishment, and a year later received a Financial Times award for bravery in business. The following year, the company received its first million.

Since 2015, the start-up's main office is located in Palo Alto, California, but development takes place in Ukrainian offices in Kyiv, Lviv, and other cities.

In 2021, Augmented Pixels was valued at $20-40 mill. At this time, the company attracted $7 mill in investments. In January 2022, the company was acquired by American microchip manufacturer Qualcomm. The deal amount was not traditionally disclosed. The expert estimate of the deal ranges between $20-40 mill.


Digitally Inspired

Deal size: $30 mill
Founders: Oleksander Goncharuk
New owners: Intellias

Digitally Inspired Ltd is a consulting company specialising in technology and software development for businesses. DI provides a full range of software development services. It specialises in developing scalable, high-performance IT systems in the retail and e-commerce sectors, human resources, education, healthcare, aviation, motor-vehicle pool management, and so on.

Digitally Inspired head office is located in London. More than 450 engineers work in its research and development offices in Odesa, Lviv, and Kyiv. In 2022, Lviv IT company Intellias purchased Digitally Inspired. The deal was estimated at $20-30 million, but the amount was not officially disclosed.


Non-public deals

Mykolaivoblenergo

New owner: Ukrainian Distribution Networks

Until the end of 2022, one of the shareholders of the Mykolaivoblenergo power supply company was considered to be a shareholder associated with the russian federation. This was the Venture Investment Projects, owning a 7% stake. The LLC held this block of shares through the Interregional Venture Fund. Both theVenture Investment Projects and the Fund were parts of the VS Energy Group orbit. Its owners are a member of the russian state duma, Aleksandr Babakov, and a member of the state duma's International Affairs Committee, Yevgeniy Giner. Even the State Property Fund of Ukraine confirmed that VS Energy Group, through its structures, owned a stake in Mykolaivoblenergo. In addition, a 9% stake belonged to Rivneoblenergo and 70% to the govenrment in the person of the Ministry of Energy.

On 29 November 2022, the Cabinet of Ministers decided to transfer the 70% stake to the newly formed joint-stock company Ukrainian Distribution Networks. VS Energy also exited the owners of Mykolaivoblenergo. And today, according to YouControl data (excluding the mentioned 70% stake), 5.51% of the company's stake belong to Zhytomyroblenergo, 10.3% to Rivneoblenergo, and 8.18% to Chernivtsioblenergo.


Pyriatynsky Delicates (“Speciality of Pyriatyn”)

New owner: MK Brokers

This company also decided to get rid of the russian trace. Until July 2022, Andrianik Velyan was the beneficiary of Pyriatynsky Delicates, which mainly produces frozen semi-finished products under the SmaCom bran. He is an Armenian and a former citizen of the rf, who became a resident of Armenia in 2017. Information has appeared in the media and open sources that Velyan is a trusted person of the Armenian Khidiryan family, who have business interests in Ukraine, russia, Estonia, and own several British offshore companies. One of these offshore companies, Beverlaif LLP, is the nominal founder of Pyriatynsky Delicates.

According to Opendatabot, Bulgarian Ivan Teodorov Valchev has been the beneficiary of Pyriatynsky Delicates since July 20, 2022. No other company is associated with him in Ukraine. In Bulgaria, Valchev is on the board of directors of MK Brokers, and is a co-owner of R&D Services LTD and Adara Trade (all three firms are located in Sofia).


Lutsk Agricultural Company

New owner: Dmytro Dobkin

The Lutsk Agricultural Company, which is part of the sphere of influence of Volodymyr-Volynsky Poultry Farm, one of the largest enterprises for breeding broiler chickens (its products are produced under the Chebaturochka and Epicure brands), has finally migrated under the control of the Dobkin brothers – Mykhailo and Dmytro. They are the only ultimate beneficiaries.

According to Opendatabot, the third owner, Oleksiy Kovalenko, disappeared from the list of co-owners of the Lutsk Agricultural Company more than a year ago. He was the ideologist behind the creation of the Epicure TM. However, according to Kovalenko, it was not possible to part ways with the Dobkins through a “sweetheart deal”. Kovalenko claimed that the brothers squeezed him out of the business through a raiding takeover – through legal proceedings and data falsification. But there is an important point: since November 2022, the founders of the Lutsk Agricultural Company with equal stakes of 50% have been two venture investment funds, Tytul and Oreola. Both funds are managed by the asset management company Oreola, which, according to YouControl data, belongs to Mykhailo Dobkin, Dmytro Dobkin, and Oleksiy Kovalenko. Kovalenko's stake is 41%, and the combined stake of both Dobkins is 59%.

Oleskiy Kovalenko says, this allows them to appoint management and make decisions independently, not allowing the third co-founder to the process. Thus, the last Oreola shareholders' meeting was convened in early March 2022 in Kharkiv, but did not take place. Oleskiy Kovalenko has not been invited to the general meeting since.


Anvitrade

New owner: Wexler Global

An interesting rotation of owners occurred in the company Anvitrade, which is part of the Wexler Global group. Until the spring of 2021, the company was the largest importer of russian diesel fuel delivered to Ukraine through the PrykarpatZakhidtrans oil product pipeline. Petro Belz left the list of company founders in April 2023, and in early May he was removed from the beneficiaries of Anvitrade.

According to YouControl data, both the LLC’s founder and business controller is now Andriy Demyanyk. Moreover, Demyanyk is registered as the beneficiary of the NPF Port and as the head of the LLC Logistic And Oil. Both structures also belong to Wexler Global.

This group is notable for its alleged connections to Viktor Medvedchuk, who, we recall, was handed over to russia in the autumn 2022 in exchange for 200 Ukrainian prisoners of war. Even though Belz has vehemently denied any contacts with putin's compadre in several of his interviews, Wexler Global was one of the managers of the Glusco petrol station chain, which was attributed to the same Medvedchuk. The chain’s other manager was the company Proton Energy, the beneficiary of which is Nissan Moiseyev, an associate (or as he called himself, "a friend") of Viktor Medvedchuk. By the way, the mentioned Belz did not deny business relations with Moiseyev and said that he indeed cooperated with him at one time.


Megogo

New owner: Stepan Chernovetsky

The ownership change of MEGOGO, the largest streaming online service in Ukraine, occurred somewhat imperceptibly. If we are to believe Opendatabot data, in December 2022, the place of beneficiary Volodymyr Borovyk was taken by Stepan Chernovetsky – the son of the former mayor of Kyiv and ex-banker Leonid Chernovetsky. Moreover, even after the change of Megogo’s beneficiary, in early 2023, Volodymyr Borovyk gave an interview in which he appeared as the founder and leader of MEGOGO, as before. It is however possible that the owner change of the online service was merely formal.

The thing is, before Volodymyr Borovyk created his company, he worked at Pravex Bank, which was owned by Leonid Chernovetsky at the time. And when Borovyk created MEGOGO, he cooperated for a while with the promotional company Elite Boxing, which belongs to Stepan Chernovetsky. The fact that MEGOGO is a project of Chernovetsky was openly stated in a 2019 interview by the director of strategy and development of Media Group Ukraine. This is Rinat Akhmetov’s former media holding, which included a direct competitor to MEGOGO – the online cinema OLL.tv (in July 2022, the online service ceased its operation, as the entire holding did).


Radomyshl Beer-Non-Alcoholic Factory

New owner: Oasis Beverages

In this case, it could simply be one of the already existing partners strengthening his positions. According to YouControl data, the Radomyshl beer manufacturer included Henderson-Stuart Nicholas, a citizen of New Zealand, into ultimate beneficiaries at the end of 2022 (his stake in the enterprise's capital is unknown – Mind). In addition to him, the factory is owned by Lviv businessman Andriy Matsola, one of the founders of the First Private Brewery, and Maria Matsola (Andriy Matsola’s mother, according to some data).

The person of Henderson-Stuart Nicholas is interesting because he is a co-founder and owner of the holding company Oasis Beverages, which is engaged in the production of non-alcoholic, low-alcohol beverages and operates in russia and belarus. Additionally, Henderson-Stuart is on the board of directors of the Raketa watch factory (russia, St. Petersburg). Generally, Henderson-Stuart Nicholas has been connected to the business of Andriy Matsola for quite some time. According to Smida, he was a member of the supervisory board of Radomyshl until April 2015 .

And according to Opendatabot, Henderson-Stuart Nicholas was already among the beneficiaries of the beer factory until June 2020, but then he exited the list of its owners.


Maxishop

New owner: Grygoriy Topal

Grygoriy Topal, owner of the Citrus chain, which is one of the largest retailers of portable electronics and household appliances in Ukraine, added another company to his business portfolio just before the war. As of February 23, 2022, he was the beneficiary of the Odessa-based LLC Maxishop. This company was established recently, in October 2020, and its focus is selling telecommunications equipment by retail, according to the KVED (Ukrainian Classifier of Types of Economic Activity).

Maxishop participates in tenders, but not quite vigorously. According to Clarity Project data, during 2022-2023 the company won 11 procurement tenders worth 331,000 UAH in total. In particular, the LLC signed a contract with the Kherson Oblast Infectious Diseases Hospital for the supply of a charging station in December 2022, and in February 2023, it won a tender for the supply of four quadcopters to the Suvorove Village Council, Izmail Rayon in the Odessa Oblast.

There is no information about the former beneficiary of Maxishop, a certain Diana Hetmanets. It is only known that she is part of the founders of a farm enterprise, located in the Tatarbunary Rayon, Odessa Oblast. The company’s current head is Olena Radzilovska. Interestingly, there are 10 court cases about administrative offences in the YouControl database, in which Radzilovska is listed as the defendant.

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