OREANDA-NEWS. On 21 July 2008 Rambler Media Ltd., operating one of Russia’s most popular internet brands, announced that it has agreed to sell its contextual advertising company ZAO Begun (“Begun”) and related subsidiaries to Google. Rambler currently holds 50.1% of Begun. The transaction will consist of Rambler buying the remaining 49.9% stake in Begun from Bannatyne Limited, affiliated with the Finam group of companies, immediately after which Rambler will sell 100% of Begun to Google subject to certain approvals and conditions precedent for a total cash consideration of USD 140 million, of which USD 69.9 million is attributable to Bannatyne, with customary closing adjustments.

Rambler’s net gain from the disposal is expected to be approximately USD 50 million after all direct costs associated with the transaction. Proceeds received in respect of the sale of its holdings in Begun will be retained by the Company for further investments and potential acquisitions in line with Rambler's stated strategy. The Company’s net cash position after the completion of this sale is expected to reach USD 100 million. The Company’s directors consider, having consulted with its nominated adviser, ING, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

Google is the world's most popular search engine. Begun is one of Russia’s leading search and contextual text based advertising services with local expertise, efficient sales systems and the number of its advertisers exceeds 40,000. Begun’s partner network includes over 143,000 Russian language sites.

Mark Opzoomer, Chief Executive Officer of Rambler Media, commented: “Begun is an excellent business which can become even stronger under Google’s ownership. Google has the advertising technology and financial capacity to build upon Begun’s established advertising network in Russia. By working together, we aim to create superior growth for Rambler, better monetisation for our business and stronger value for our shareholders going forward. We look forward to continuing to work closely with Alexey Basov and his team at Begun. This is a positive event for Rambler and an important step in our ambition to best serve our users, advertisers and partners and successfully build Russia’s leading gateway to the web.”

Alexey Basov, General Director of Begun further commented: "The entire industry will benefit from this transaction as there is a high potential for synergies. It brings together Google's visionary technology and Begun's six years of successful experience in building advertising and dealer networks and direct sales in Russia."

"Google is committed to giving Russian users, advertisers and partners the best possible service and experience," said  Mohammad Gawdat, Managing Director Emerging Markets, Google. "This agreement means more Russian users, advertisers and partners will get better search results and more relevant advertising."

GUIDANCE UPDATE

Upon completion, which is expected in September, Begun will no longer be a consolidated subsidiary of Rambler. Gross assets of Begun on Rambler’s books were USD 43.9 million as of the latest balance sheet dated 31 December 2007. Begun had previously been consolidated within Rambler’s accounts from 1 August 2007. During the first four months of  2008,  based  on  the  preliminary  unaudited management accounts, Begun generated profits before  taxation  and  minority  interest  of approximately USD 3.4 million.

After allowing for the impact of not consolidating Begun in Q4 2008, Rambler continues to confirm its earlier revenue guidance between USD 100 million to USD 110 million for the full year 2008. Rambler 1 also confirms its guidance of improving its EBITDA margin to between 20-25% for the full year 2008 and expects this transaction to support further margin improvement in future years.

The advertising market in Russia is growing very strongly, and internet advertising is growing twice as fast. Search related text-based advertising on Russian-language internet sites soared to USD 225 million in 2007 from USD 110 million in 2006.  Rambler estimates that internet advertising in Russia will continue to grow at around 50% per annum to reach over USD 1 billion in 2010, with an approximately equal split between text-based and display advertising.

Rambler’s vision is to become Russia’s favourite homepage and an open, multi-branded gateway to the internet for millions of Russians every day. The group’s mission is to build the largest internet audience in Russia by providing the best suite of search, communications, media and entertainment content in one place.