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The information agency "AK&M" summed up the results of the past year on the Russian mergers and acquisitions market. Here are a number of the most interesting indicators from the statistics of purchases and sales of ready-made businesses in Russia:

• the total value of transactions reached 50.5 billion US dollars (an increase of 18.7% by 2022);
• average transaction cost — 94.4 million US dollars;
• the number of transactions exceeding USD 1 million reached 536 (an increase of 4.3% by 2022);
• state-owned companies play a leading role in the M&A market and have bought almost a quarter of businesses in this market (23.8% of the total value);
• 8 transactions on the market exceeded the value of 1 billion US dollars.

The Russian Ministry of Finance, together with the Central Bank and BRICS partners, will prepare a number of initiatives to create an independent international monetary and financial system. The result of this work may be, among other things, the creation of a digital settlement and payment platform BRICS Bridge. This is stated in a message on the website of the Ministry of Finance.

A meeting of finance ministers and central bank governors of the BRICS countries took place in Sao Paulo. Russian Finance Minister Anton Siluanov and First Deputy Chairman of the Bank of Russia Vladimir Chistyukhin presented the main directions of work in this area.

"The current system, based on the existing Western financial infrastructure and the use of reserve currencies, has a number of fundamental shortcomings. Such infrastructure must be accessible to everyone," — Siluanov said.

The Russian side is positioning the improvement of the international monetary and financial system as the main theme of its BRICS chairmanship. Based on the results of 2024, the Russian Ministry of Finance and the Bank of Russia, together with the association partners, will prepare a report to the leaders of the BRICS countries on this issue.

The conditions for acquiring businesses from owners from unfriendly countries have become tougher again. An analysis of these conditions was published in the magazine "Company Lawyer", No. 12, December 2023, which we recommend studying.

Short list of recommendations:

Determine market value through appraisers from the Ministry of Finance list

The price of the transaction determines whether the Government Commission will give permission to it. For an assessment, you will have to contact expert organizations from the list of the Ministry of Finance. Although the department indicated on its website that this is a list of recommended appraisers, it is now necessary to order research only from them. For the transaction, you will need to obtain a report on the assessment of the market value of shares or shares, as well as an expert opinion on this report. It is prepared by the SRO of which the appraiser is a member. The report must be up to date — he must be no more than six months old at the time the Government Commission considers your application.

Determine the discount from the price and calculate the amount of voluntary contribution to the budget

During negotiations on the price of repurchase of shares or interests, it is necessary to take into account the requirement of the Government Commission on a discount. A seller from an unfriendly country has the right to sell his share in the company for a maximum of 50% of its market value. This value must be determined based on the appraiser's report.

When structuring a deal, it is also important to take into account the additional financial burden in the form of a voluntary contribution to the budget. This fall, officials increased the fee again. Now it does not depend on the size of the discount and in any case is 15% of the market value of assets.

Develop performance indicators for the new management

Before purchasing, you need to involve specialists so that they evaluate the performance indicators for the new owners. It is important for officials that the company continues to make a profit after the transaction. A government commission will evaluate how the new owners plan to manage the company after the transaction.

Agree with the foreign participant how he will receive payment

It is necessary to decide in advance with the foreign participant how he will receive payment for his share in the company. It is important to determine whether he will withdraw funds from the Russian Federation. The choice of option for how a foreign participant can receive money depends on this.

Allow at least 4 months for approval of the transaction

The regulations do not contain a deadline within which the Government Commission is obliged to consider the application. Practice shows that it needs four months or more.

Agree on a transaction with securities if they are accounted for in the account of a foreign depository

Now it is necessary to coordinate with the Government Commission all transactions, the party of which is connected with unfriendly countries and as a result of which ownership of Russian securities arises. Permission will have to be obtained, even if transactions take place in a foreign perimeter.

Note of the REAB Consortium: since the acquisition of a business from an owner from an unfriendly state is becoming an increasingly difficult task, it is obvious that it is necessary to involve not only an appraiser from the list recommended by the Ministry of Finance, but also a professional business broker who will help you go through all the difficult stages of this path.