The terms are included in the new version of the company’s articles of incorporation enacted in April 2013 and recently published in the Official Gazette.
The document that includes almost ten pages detailing conditions for the sale of the eMag shares and how the company is run shows how complex the deal signed by Naspers and the two Romanian owners Iulian Stanciu and Radu Apostolescu last year was.
It also references other agreements between shareholders, which are not publicly available and regulate the shareholder structure and the running of the company.
The new version of the articles of incorporation of Dante International, the company that manages the eMag online store, imposes restrictions on the sale of the 30% held by Stanciu and Apostolescu for three years as of October 25, 2012 when the necessary approval for the takeover was secured.
After the three years have passed, Stanciu and Apostolescu may ask Naspers to buy part of their shares, according to the document. They may ask it to buy up to 30% between October 2015 and October 2016, up to 50% in 2016-2017 and all the remaining shares they might have after 2017. The restrictions may be breached at any time in case of a sale agreement between Stanciu and Apostolescu or one of the two and Naspers.
Naspers has a number of options to buy the shares after 2017, too. The group retains the right to buy so as to increase ownership in eMag to 78.5%.
eMag’s new articles of incorporation created after complex negotiations between the two parties are an exception to the rule for the South African group, which usually includes a provision therein about it boosting ownership to 100%, Iulian Stanciu, general manager of eMag, told ZF.
“Naspers chose to invest in eMag, not buy it, they agreed we stay long-term partners with equal rights. We are an isolated case – they usually make sure they get 100% in the companies they buy into, and that is because we have a strong relationship of trust,” Stanciu said.
Naspers had provisions put in eMag’s articles of incorporation to make sure it retains control over the stakes of the two Romanians under various circumstances, such as Stanciu and Apostolescu no longer holding their management positions with the company.
Naspers says it has the right to make them an offer to buy, and also has the option to buy if either of the two gets divorced and runs the ‘risk’ of having their shares go to their wives.
Naspers may also ask Stanciu and Apostolescu to sell part of their eMag shares in case it finds a buyer for the company.
eMag posted EUR165 million sales last year, up 14% on 2011. The net revenue (not including the revenue of the vendors using its Marketplace platform) stood at EUR153.8 million in 2012, according to Trade Registry data.
(English version by Loredana Fratila-Cristescu)