VIII-TH ANNUAL CONFERENCE | 12 December 2025 | Moscow+online
Private Equity and M&A
📰 Post-Release | Private Equity & M&A 2024
The Private Equity & M&A 2024 Conference, held on December 13 in Moscow, brought together leading experts, investors, legal professionals, and corporate executives to discuss the key challenges and opportunities shaping today’s mergers and acquisitions landscape.
Participants explored current trends including post-merger integration, deal financing strategies, cross-border transactions under new regulatory frameworks, and emerging sectors for M&A activity. The event served as a vital platform for knowledge exchange and strategic dialogue in an evolving economic environment.
The conference opened with a comprehensive overview of the Russian M&A market, presented by Lyudmila Yeremina, who analyzed the first ten months of 2024. Despite a 16.7% decline in the number of transactions (down to 363 deals), the total deal value increased by 13%, reaching $41.35 billion. This growth was driven by a rise in large-scale transactions, which now account for a greater share of the market.
At the same time, the average deal size fell by 9.3%, to $55 million, reflecting a slowdown in mid-cap and small-cap activity. Nearly 80% of all deals were domestic, reaffirming the dominant role of Russian investors. The sale of foreign-owned assets has slowed but continues — often at a discount. State-owned enterprises remained active participants, accounting for 17.1% of total deal volume.
The most active sectors included IT, financial services, construction, and real estate development. However, the market remains under pressure due to the high key interest rate of 21%, which continues to complicate deal financing.
Participants explored current trends including post-merger integration, deal financing strategies, cross-border transactions under new regulatory frameworks, and emerging sectors for M&A activity. The event served as a vital platform for knowledge exchange and strategic dialogue in an evolving economic environment.
The conference opened with a comprehensive overview of the Russian M&A market, presented by Lyudmila Yeremina, who analyzed the first ten months of 2024. Despite a 16.7% decline in the number of transactions (down to 363 deals), the total deal value increased by 13%, reaching $41.35 billion. This growth was driven by a rise in large-scale transactions, which now account for a greater share of the market.
At the same time, the average deal size fell by 9.3%, to $55 million, reflecting a slowdown in mid-cap and small-cap activity. Nearly 80% of all deals were domestic, reaffirming the dominant role of Russian investors. The sale of foreign-owned assets has slowed but continues — often at a discount. State-owned enterprises remained active participants, accounting for 17.1% of total deal volume.
The most active sectors included IT, financial services, construction, and real estate development. However, the market remains under pressure due to the high key interest rate of 21%, which continues to complicate deal financing.
Forecasts for 2025 suggest a decline in the overall number of M&A transactions, while total deal volume is expected to increase by 5–10% due to the completion of several large-scale projects initiated in prior years. At the same time, average asset valuations are expected to decline, while state-owned companies will likely continue consolidating strategic assets, particularly in high-tech sectors.
In their joint presentation, Nikolay Makarov and Valery Zolotukhin analyzed key trends shaping the M&A landscape. They highlighted that macroeconomic challenges — including the persistently high key interest rate — continue to weigh heavily on market activity. Nevertheless, domestic transactions and state participation remain dominant forces in the current market. The speakers emphasized that adapting to new economic and regulatory conditions is now a top priority for dealmakers.
Alexey Sharov focused on recent developments and future outlooks for both M&A and IPO markets. He noted a marked slowdown in 2024, particularly in the first half of the year, where deal volume fell by 12.9% and deal count by 20.9%. Key factors included the high cost of capital and the reduced presence of foreign investors. Sharov also pointed to anticipated tax increases in 2025 and the elimination of tax exemptions on share sales, which may trigger a surge in deal closures in Q4 2024.
Valerian Mamageishvili delivered a focused session on buyer protection mechanisms in M&A transactions. He highlighted the fact that legal enforcement practices in Russia remain inconsistent on several critical issues. His presentation explored key instruments such as representations and warranties, indemnities, and purchase price adjustments, underlining their role in mitigating buyer-side risk. Mamageishvili also emphasized the importance of carefully negotiated contract terms tailored to the specifics of Russian law.
In his address, Denis Kislitsa, Counsel in the Antitrust Practice at CLS, outlined key aspects of M&A transaction approvals by the Federal Antimonopoly Service of Russia (FAS). He provided detailed commentary on the thresholds that trigger pre-approval requirements, including asset value and revenue benchmarks. Particular attention was paid to deal structuring, documentation packages, and market analysis to ensure regulatory compliance. Denis also highlighted the importance of transparency around beneficiary disclosures and explained the nuances of the FAS review process, concluding with a step-by-step flowchart of the antitrust filing procedure.
In their joint presentation, Nikolay Makarov and Valery Zolotukhin analyzed key trends shaping the M&A landscape. They highlighted that macroeconomic challenges — including the persistently high key interest rate — continue to weigh heavily on market activity. Nevertheless, domestic transactions and state participation remain dominant forces in the current market. The speakers emphasized that adapting to new economic and regulatory conditions is now a top priority for dealmakers.
Alexey Sharov focused on recent developments and future outlooks for both M&A and IPO markets. He noted a marked slowdown in 2024, particularly in the first half of the year, where deal volume fell by 12.9% and deal count by 20.9%. Key factors included the high cost of capital and the reduced presence of foreign investors. Sharov also pointed to anticipated tax increases in 2025 and the elimination of tax exemptions on share sales, which may trigger a surge in deal closures in Q4 2024.
Valerian Mamageishvili delivered a focused session on buyer protection mechanisms in M&A transactions. He highlighted the fact that legal enforcement practices in Russia remain inconsistent on several critical issues. His presentation explored key instruments such as representations and warranties, indemnities, and purchase price adjustments, underlining their role in mitigating buyer-side risk. Mamageishvili also emphasized the importance of carefully negotiated contract terms tailored to the specifics of Russian law.
In his address, Denis Kislitsa, Counsel in the Antitrust Practice at CLS, outlined key aspects of M&A transaction approvals by the Federal Antimonopoly Service of Russia (FAS). He provided detailed commentary on the thresholds that trigger pre-approval requirements, including asset value and revenue benchmarks. Particular attention was paid to deal structuring, documentation packages, and market analysis to ensure regulatory compliance. Denis also highlighted the importance of transparency around beneficiary disclosures and explained the nuances of the FAS review process, concluding with a step-by-step flowchart of the antitrust filing procedure.
💼 Panel Discussion: Trends and Outlook in M&A, Private Equity & Venture Capital. A high-level panel brought together leading market players to share strategies, insights, and forward-looking perspectives on the evolving landscape of mergers and acquisitions, private equity, and venture investments.
Dmitry Vodyannikov, Managing Partner at Portofino Capital, presented his approach to M&A execution — transforming concepts into investor-ready investment cases. He stressed the importance of building trust between entrepreneurs and investors, which becomes the foundation for successful long-term partnerships. Every project, he noted, undergoes in-depth due diligence, covering the team, financial model, and growth potential. The investment bank team often invests its own time and resources to prepare deals before engaging major players.
Vodyannikov also pointed out that the current environment opens unique opportunities for building new business verticals, particularly for long-term players such as family offices and financial groups. The absence of foreign investors and reduced competition allow acquisitions at attractive valuations, including off-market assets. According to Vodyannikov, junior partners in large business groups play a growing role in consolidating assets in high-potential niches — building future platforms that may later be sold to strategic corporations or integrated into their ecosystems. This model is also attractive for business owners seeking exits due to tax, succession, or operational concerns.
Alexey Milevsky, Founder of M9 Capital, shared his approach to sourcing and executing M&A transactions, emphasizing deep industry analysis and close collaboration with company owners to identify high-potential targets. He noted that working with founders motivated by personal circumstances often uncovers stable, scalable businesses.
Milevsky placed strong emphasis on motivating and retaining key management through options and competitive compensation, and identified promising sectors such as packaging, HR outsourcing, and agricultural processing. However, he cautioned that the current high interest rate environment and tightening credit require more flexibility and effort to close deals.
He observed a decline in high-multiple deals (6–7x EBITDA) due to market volatility, with lower-multiple transactions (3.5–4x EBITDA) becoming more common — though requiring greater caution. He expects that stabilization of interest rates will enable better investor adaptation, and that Q2 2025 may bring a rise in distressed opportunities, including debt restructuring and consolidation of highly leveraged businesses.
He also mentioned growing interest from Chinese and Arab investors in the Russian market, but noted that foreign-led transactions remain rare due to ongoing geopolitical constraints.
Yaroslav Markov, Deputy CEO for Investments at Osnova Capital, spoke about the company's investment strategies under tight financial conditions. He emphasized that the macroeconomic landscape requires avoiding high-risk LBOs and focusing on more resilient investment cases.
Osnova Capital now prioritizes industrial assets with predictable margins, including packaging, data centers, and equipment manufacturing. The firm leverages deep analytics and cross-functional project offices, engaging sector-specific experts. Rather than acquiring market leaders, the company invests in developing future champions in underserved segments — a more cost-effective strategy.
Markov also highlighted the need for custom deal structures. By actively engaging with private investors and management teams, the firm creates long-term value and ensures financial resilience — even in challenging conditions.
Roman Sitnikov, Managing Director & Partner at the New Industry VC Fund, shared the fund's approach to sourcing and backing deals. The fund focuses on transformative technologies that can either disrupt corporate operations or integrate into existing tech stacks, creating innovation-led value. The team actively considers industry pain points and strategic investor priorities, such as those of Gazprom Neft.
Sitnikov noted a decline in obvious late-stage deals, pushing the fund to shift toward early-stage investments. Working closely with accelerators, corporates, and startup ecosystems, the fund builds a portfolio of unique, non-replicable projects with the potential to impact oil & gas and beyond. Most opportunities emerge through strategic partner referrals, accelerator alumni, and proactive deal sourcing — making the process longer, but more impactful.
Ivan Kuzmenkov, Head of Strategic Projects at Nornickel, spoke on the company’s engagement with startups and tech innovation. He emphasized that while Nornickel holds high standards for potential projects, it remains flexible when it sees scalability and innovation potential. Pilot programs are widely used to validate technologies before full integration.
Kuzmenkov outlined Nornickel’s strategic innovation model, which includes internal entrepreneurship, collaboration with industry accelerators, and horizontal innovation scouting. The company prioritizes long-term relationships with startups, offering not just capital but also access to infrastructure and deep technical expertise. This supports both internal transformation and external commercialization.
He concluded by stating that crisis conditions create both risks and opportunities. Greater focus on deal discipline and integration management is essential, especially as the number of distressed, debt-heavy companies grows. He sees room for new business models and technological breakthroughs, with younger projects playing a growing role in market transformation. “Uncertainty doesn’t exclude optimism,” he said — “it opens up space for growth.”
Yuriy Mashintsev, a seasoned private equity expert, shared observations on current direct investment trends. He noted a significant drop in competition for deals, particularly in state-linked sectors where synergy with strategic partners drives returns. According to Mashintsev, a case-by-case approach remains key — unexpected segments and newly emerging industries can deliver high returns if carefully selected.
He highlighted the impact of high interest rates and low public market multiples, which complicate valuation and lengthen deal cycles. He shared examples of paradoxical outcomes — such as rapid growth in IT versus weaker performance in industrial tech, despite import substitution efforts. Many companies change significantly before deals close, creating additional complexity for investors.
Mashintsev argued that selling at 3–4x EBITDA multiples is nearly impossible today — quality assets that were pressured to sell have already been sold. Companies that successfully adapted to the new environment prefer to wait rather than accept discounts. He believes distressed companies with high debt now present attractive opportunities — but only with a well-developed restructuring plan and strong management support. “Debt problems,” he cautioned, “can quickly become investor problems if not handled properly.”
He closed by noting rising interest in quasi-debt financing mechanisms involving large partners, which enable business growth without increasing leverage — offering stability even in a capital-constrained environment.
Sergey Amiryan, Managing Director at the Voskhod Fund, shared his forecast that the state may soon encourage capital inflow from personal deposits into public markets. Potential measures could include higher taxes on bank interest, incentives for investing in debt instruments, and initiatives aimed at making public markets more attractive to individual investors.
In the corporate space, Amiryan noted that heavily indebted companies are becoming more flexible in negotiations, adapting to new realities. Meanwhile, owners of strong, cash-generating assets remain cautious — unwilling to sell at low multiples, instead opting to wait for better market conditions.
Evgeny Borisov, Partner at Kama Flow, expressed concern over the decline in retail investor trust in IPO and pre-IPO markets. Weak regulatory oversight and poor-quality disclosure have led to the circulation of subpar assets, negatively impacting early-stage investors and reducing the appeal of IPO strategies and secondary sales.
He also pointed to the impact of declining market multiples on asset packaging and valuation. Aggressive strategies — including EBITDA suppression — risk undermining market trust. Nonetheless, Borisov expressed optimism that with market stabilization and returning capital, confidence would gradually be restored.
In conclusion, Borisov highlighted two key takeaways based on his firm’s experience. First, despite plans to launch three new funds, only one — a venture fund — has been successfully raised, reflecting investor interest in early-stage tech. Second, several young startups in the firm’s portfolio have shown strong growth and resilience, even in today’s volatile market. This, he said, demonstrates that promising ventures can still be found, supported, and scaled — even amid uncertainty.
Dmitry Vodyannikov, Managing Partner at Portofino Capital, presented his approach to M&A execution — transforming concepts into investor-ready investment cases. He stressed the importance of building trust between entrepreneurs and investors, which becomes the foundation for successful long-term partnerships. Every project, he noted, undergoes in-depth due diligence, covering the team, financial model, and growth potential. The investment bank team often invests its own time and resources to prepare deals before engaging major players.
Vodyannikov also pointed out that the current environment opens unique opportunities for building new business verticals, particularly for long-term players such as family offices and financial groups. The absence of foreign investors and reduced competition allow acquisitions at attractive valuations, including off-market assets. According to Vodyannikov, junior partners in large business groups play a growing role in consolidating assets in high-potential niches — building future platforms that may later be sold to strategic corporations or integrated into their ecosystems. This model is also attractive for business owners seeking exits due to tax, succession, or operational concerns.
Alexey Milevsky, Founder of M9 Capital, shared his approach to sourcing and executing M&A transactions, emphasizing deep industry analysis and close collaboration with company owners to identify high-potential targets. He noted that working with founders motivated by personal circumstances often uncovers stable, scalable businesses.
Milevsky placed strong emphasis on motivating and retaining key management through options and competitive compensation, and identified promising sectors such as packaging, HR outsourcing, and agricultural processing. However, he cautioned that the current high interest rate environment and tightening credit require more flexibility and effort to close deals.
He observed a decline in high-multiple deals (6–7x EBITDA) due to market volatility, with lower-multiple transactions (3.5–4x EBITDA) becoming more common — though requiring greater caution. He expects that stabilization of interest rates will enable better investor adaptation, and that Q2 2025 may bring a rise in distressed opportunities, including debt restructuring and consolidation of highly leveraged businesses.
He also mentioned growing interest from Chinese and Arab investors in the Russian market, but noted that foreign-led transactions remain rare due to ongoing geopolitical constraints.
Yaroslav Markov, Deputy CEO for Investments at Osnova Capital, spoke about the company's investment strategies under tight financial conditions. He emphasized that the macroeconomic landscape requires avoiding high-risk LBOs and focusing on more resilient investment cases.
Osnova Capital now prioritizes industrial assets with predictable margins, including packaging, data centers, and equipment manufacturing. The firm leverages deep analytics and cross-functional project offices, engaging sector-specific experts. Rather than acquiring market leaders, the company invests in developing future champions in underserved segments — a more cost-effective strategy.
Markov also highlighted the need for custom deal structures. By actively engaging with private investors and management teams, the firm creates long-term value and ensures financial resilience — even in challenging conditions.
Roman Sitnikov, Managing Director & Partner at the New Industry VC Fund, shared the fund's approach to sourcing and backing deals. The fund focuses on transformative technologies that can either disrupt corporate operations or integrate into existing tech stacks, creating innovation-led value. The team actively considers industry pain points and strategic investor priorities, such as those of Gazprom Neft.
Sitnikov noted a decline in obvious late-stage deals, pushing the fund to shift toward early-stage investments. Working closely with accelerators, corporates, and startup ecosystems, the fund builds a portfolio of unique, non-replicable projects with the potential to impact oil & gas and beyond. Most opportunities emerge through strategic partner referrals, accelerator alumni, and proactive deal sourcing — making the process longer, but more impactful.
Ivan Kuzmenkov, Head of Strategic Projects at Nornickel, spoke on the company’s engagement with startups and tech innovation. He emphasized that while Nornickel holds high standards for potential projects, it remains flexible when it sees scalability and innovation potential. Pilot programs are widely used to validate technologies before full integration.
Kuzmenkov outlined Nornickel’s strategic innovation model, which includes internal entrepreneurship, collaboration with industry accelerators, and horizontal innovation scouting. The company prioritizes long-term relationships with startups, offering not just capital but also access to infrastructure and deep technical expertise. This supports both internal transformation and external commercialization.
He concluded by stating that crisis conditions create both risks and opportunities. Greater focus on deal discipline and integration management is essential, especially as the number of distressed, debt-heavy companies grows. He sees room for new business models and technological breakthroughs, with younger projects playing a growing role in market transformation. “Uncertainty doesn’t exclude optimism,” he said — “it opens up space for growth.”
Yuriy Mashintsev, a seasoned private equity expert, shared observations on current direct investment trends. He noted a significant drop in competition for deals, particularly in state-linked sectors where synergy with strategic partners drives returns. According to Mashintsev, a case-by-case approach remains key — unexpected segments and newly emerging industries can deliver high returns if carefully selected.
He highlighted the impact of high interest rates and low public market multiples, which complicate valuation and lengthen deal cycles. He shared examples of paradoxical outcomes — such as rapid growth in IT versus weaker performance in industrial tech, despite import substitution efforts. Many companies change significantly before deals close, creating additional complexity for investors.
Mashintsev argued that selling at 3–4x EBITDA multiples is nearly impossible today — quality assets that were pressured to sell have already been sold. Companies that successfully adapted to the new environment prefer to wait rather than accept discounts. He believes distressed companies with high debt now present attractive opportunities — but only with a well-developed restructuring plan and strong management support. “Debt problems,” he cautioned, “can quickly become investor problems if not handled properly.”
He closed by noting rising interest in quasi-debt financing mechanisms involving large partners, which enable business growth without increasing leverage — offering stability even in a capital-constrained environment.
Sergey Amiryan, Managing Director at the Voskhod Fund, shared his forecast that the state may soon encourage capital inflow from personal deposits into public markets. Potential measures could include higher taxes on bank interest, incentives for investing in debt instruments, and initiatives aimed at making public markets more attractive to individual investors.
In the corporate space, Amiryan noted that heavily indebted companies are becoming more flexible in negotiations, adapting to new realities. Meanwhile, owners of strong, cash-generating assets remain cautious — unwilling to sell at low multiples, instead opting to wait for better market conditions.
Evgeny Borisov, Partner at Kama Flow, expressed concern over the decline in retail investor trust in IPO and pre-IPO markets. Weak regulatory oversight and poor-quality disclosure have led to the circulation of subpar assets, negatively impacting early-stage investors and reducing the appeal of IPO strategies and secondary sales.
He also pointed to the impact of declining market multiples on asset packaging and valuation. Aggressive strategies — including EBITDA suppression — risk undermining market trust. Nonetheless, Borisov expressed optimism that with market stabilization and returning capital, confidence would gradually be restored.
In conclusion, Borisov highlighted two key takeaways based on his firm’s experience. First, despite plans to launch three new funds, only one — a venture fund — has been successfully raised, reflecting investor interest in early-stage tech. Second, several young startups in the firm’s portfolio have shown strong growth and resilience, even in today’s volatile market. This, he said, demonstrates that promising ventures can still be found, supported, and scaled — even amid uncertainty.
The afternoon session opened with a panel discussion on emerging financing models and strategic capital deployment in today’s evolving market conditions.
Elena Mirskaya, Managing Director for Legal and Corporate Affairs at PROXIMA Capital Group, outlined current challenges and opportunities for Russian businesses. She emphasized the need for new financing models, including the creation of specialized funds to support growing companies in import-substitution sectors. A particular focus was placed on new investor-company dynamics, where minority investors act as strategic partners, helping guide businesses toward IPOs.
Mirskaya also highlighted the growing complexity of deal execution due to post-2022 regulatory decrees, which have made approvals significantly longer and more resource-intensive. She concluded by stressing the importance of adaptability — those who remain focused on opportunities despite external pressures are most likely to succeed in this environment.
Alexander Zubkov, Co-Founder of Lendly and Executive Director at the ONEXIM Group, shared the role of crowdlending platforms amid shifting economic realities. He detailed the platform’s model, which focuses on developer financing secured by real estate, reducing risk for investors.
According to Zubkov, the platform consistently offers returns above deposit rates, even in a high-rate environment, thanks to thorough project evaluation and conservative LTV ratios (capped at 65–70%). He noted that in its four years of operation, the platform has not recorded a single default, underlining its resilience.
Despite high interest rates and competition from bank deposits, Zubkov believes the crowdlending sector is evolving, offering precise, secured alternatives for investors. He also contrasted their model with that of competitors focused on small, higher-risk loans, emphasizing Lendly’s unique positioning. As interest rates normalize, Zubkov expects a new wave of growth, driven by investors seeking stable returns through reliable projects.
Ilya Anikin, Director of Investments at Promsvyazbank, spoke about the transformation of Russia’s financial market, which he sees as poised for a new growth phase — provided that market quality is maintained and underperforming companies are kept in check.
Anikin focused on early-stage investment opportunities, particularly in projects tied to government and defense procurement. He pointed out a largely untapped segment — deals in the ₽10–30 million range — which can help bring innovative developments to the stage where they attract larger corporate or public funds.
He also highlighted the social impact of such investments, which not only generate returns but also enable the creation of critical new technologies. Drawing a parallel to the Israeli model of defense tech commercialization, Anikin believes Russia holds similar potential — if angels and corporate venture funds step in to support early-stage innovation.
Maxim Shekhovtsov, Managing Partner at Genezis Technology Capital, shared his firm’s experience in working with corporate venture funds and structuring deals. He emphasized that a successful venture fund must include robust governance mechanisms, such as option agreements, restrictions on major decisions, and control over intangibles and loans — all of which help protect investors and maintain project alignment.
Shekhovtsov also underlined the importance of government funding in narrowing the price gap between Russian and Chinese technologies, ultimately enabling the production of competitive domestic products. His firm places a strong focus on hardware startups with core technical teams based in Russia, reducing cross-border risks and simplifying oversight.
Government support, he noted, is essential at the early stages — creating demand and market traction that drives long-term viability. This approach not only strengthens Russia’s technological base but also stimulates new markets to support local production over time.
The discussion concluded with a shared view among panelists: even in difficult economic conditions, strategic thinking and flexibility open up new opportunities. Across all contributions, the importance of disciplined dealmaking, adaptive models, and long-term alignment was consistently emphasized.
Elena Mirskaya, Managing Director for Legal and Corporate Affairs at PROXIMA Capital Group, outlined current challenges and opportunities for Russian businesses. She emphasized the need for new financing models, including the creation of specialized funds to support growing companies in import-substitution sectors. A particular focus was placed on new investor-company dynamics, where minority investors act as strategic partners, helping guide businesses toward IPOs.
Mirskaya also highlighted the growing complexity of deal execution due to post-2022 regulatory decrees, which have made approvals significantly longer and more resource-intensive. She concluded by stressing the importance of adaptability — those who remain focused on opportunities despite external pressures are most likely to succeed in this environment.
Alexander Zubkov, Co-Founder of Lendly and Executive Director at the ONEXIM Group, shared the role of crowdlending platforms amid shifting economic realities. He detailed the platform’s model, which focuses on developer financing secured by real estate, reducing risk for investors.
According to Zubkov, the platform consistently offers returns above deposit rates, even in a high-rate environment, thanks to thorough project evaluation and conservative LTV ratios (capped at 65–70%). He noted that in its four years of operation, the platform has not recorded a single default, underlining its resilience.
Despite high interest rates and competition from bank deposits, Zubkov believes the crowdlending sector is evolving, offering precise, secured alternatives for investors. He also contrasted their model with that of competitors focused on small, higher-risk loans, emphasizing Lendly’s unique positioning. As interest rates normalize, Zubkov expects a new wave of growth, driven by investors seeking stable returns through reliable projects.
Ilya Anikin, Director of Investments at Promsvyazbank, spoke about the transformation of Russia’s financial market, which he sees as poised for a new growth phase — provided that market quality is maintained and underperforming companies are kept in check.
Anikin focused on early-stage investment opportunities, particularly in projects tied to government and defense procurement. He pointed out a largely untapped segment — deals in the ₽10–30 million range — which can help bring innovative developments to the stage where they attract larger corporate or public funds.
He also highlighted the social impact of such investments, which not only generate returns but also enable the creation of critical new technologies. Drawing a parallel to the Israeli model of defense tech commercialization, Anikin believes Russia holds similar potential — if angels and corporate venture funds step in to support early-stage innovation.
Maxim Shekhovtsov, Managing Partner at Genezis Technology Capital, shared his firm’s experience in working with corporate venture funds and structuring deals. He emphasized that a successful venture fund must include robust governance mechanisms, such as option agreements, restrictions on major decisions, and control over intangibles and loans — all of which help protect investors and maintain project alignment.
Shekhovtsov also underlined the importance of government funding in narrowing the price gap between Russian and Chinese technologies, ultimately enabling the production of competitive domestic products. His firm places a strong focus on hardware startups with core technical teams based in Russia, reducing cross-border risks and simplifying oversight.
Government support, he noted, is essential at the early stages — creating demand and market traction that drives long-term viability. This approach not only strengthens Russia’s technological base but also stimulates new markets to support local production over time.
The discussion concluded with a shared view among panelists: even in difficult economic conditions, strategic thinking and flexibility open up new opportunities. Across all contributions, the importance of disciplined dealmaking, adaptive models, and long-term alignment was consistently emphasized.
Sergey Pogorelov (B1 Group) delivered a detailed presentation on the key tax implications of M&A transactions, focusing on the upcoming changes to Russia’s tax legislation in 2025. He noted that the corporate income tax rate will increase from 20% to 25%, and that the personal income tax exemption for assets held longer than five years will be abolished — both developments requiring deal participants to reassess their tax planning strategies.
Pogorelov also highlighted the risks associated with tax optimization structures, such as debt push-down mechanisms and the use of closed-end mutual investment funds (ZPIFs). He emphasized the growing importance of tax representations and warranties in M&A agreements, underlining the need for transparent and accurate disclosures to mitigate tax risks.
Additional focus was placed on tax due diligence and compliance with anti-corruption standards, which are becoming increasingly relevant amid tightening enforcement by tax authorities. He concluded with practical recommendations for M&A participants to factor these issues into deal planning in order to avoid unexpected liabilities.
Antonina Shishanova, Head of IP Practice at CLS, presented on the topic: "Transactions Involving Russian and Foreign IP Assets: What Businesses Should Know."
She emphasized the importance of verifying intellectual property rights prior to M&A deals, including reviewing legal documentation, conducting technical audits, and identifying protected IP assets.
Shishanova addressed new restrictions on IP transactions, such as settlements through special accounts and the requirement for approvals from the Government Commission. She also discussed the impact of EU sanctions on IP registration and enforcement, and outlined how compulsory licensing mechanisms in Russia could become a valuable strategic tool for companies navigating current constraints.
A hands-on workshop hosted by Kept, led by Olga Yasko and Olga Lykova, focused on structuring complex M&A transactions, using a recent joint venture (JV) case as an example.
The session explored how risk factors — including non-core assets, tax exposures, and financial uncertainties — affect final deal structuring. The resulting structure included:
Alexey Kupriyanov, Director at Aspring Capital, presented a landmark case study on the management buyout (MBO) of Beeline Russia — one of the largest M&A transactions in Russia since early 2022. The deal represented a rare example of a successful foreign business exit from the country.
The transaction involved navigating:
Key solutions included:
Pogorelov also highlighted the risks associated with tax optimization structures, such as debt push-down mechanisms and the use of closed-end mutual investment funds (ZPIFs). He emphasized the growing importance of tax representations and warranties in M&A agreements, underlining the need for transparent and accurate disclosures to mitigate tax risks.
Additional focus was placed on tax due diligence and compliance with anti-corruption standards, which are becoming increasingly relevant amid tightening enforcement by tax authorities. He concluded with practical recommendations for M&A participants to factor these issues into deal planning in order to avoid unexpected liabilities.
Antonina Shishanova, Head of IP Practice at CLS, presented on the topic: "Transactions Involving Russian and Foreign IP Assets: What Businesses Should Know."
She emphasized the importance of verifying intellectual property rights prior to M&A deals, including reviewing legal documentation, conducting technical audits, and identifying protected IP assets.
Shishanova addressed new restrictions on IP transactions, such as settlements through special accounts and the requirement for approvals from the Government Commission. She also discussed the impact of EU sanctions on IP registration and enforcement, and outlined how compulsory licensing mechanisms in Russia could become a valuable strategic tool for companies navigating current constraints.
A hands-on workshop hosted by Kept, led by Olga Yasko and Olga Lykova, focused on structuring complex M&A transactions, using a recent joint venture (JV) case as an example.
The session explored how risk factors — including non-core assets, tax exposures, and financial uncertainties — affect final deal structuring. The resulting structure included:
- Phased equity participation in the JV
- Flexible corporate governance terms
- Deferred payments
- Option packages to incentivize key participants
- Price adjustment mechanisms
- Modeling of synergies and anti-synergies
- Post-deal business integration within the buyer’s corporate environment
Alexey Kupriyanov, Director at Aspring Capital, presented a landmark case study on the management buyout (MBO) of Beeline Russia — one of the largest M&A transactions in Russia since early 2022. The deal represented a rare example of a successful foreign business exit from the country.
The transaction involved navigating:
- Complex cross-border payment restrictions
- Approvals from Russian regulators, including the Government Commission
- OFAC-related compliance
- A full debt restructuring package
Key solutions included:
- Minimizing cross-border payments
- Facilitating the repurchase of 99.6% of VEON Eurobonds registered with the Russian NSD (National Settlement Depository)
- Transferring the bonds for cancellation, enabling the resumption of coupon payments to bondholders
The panel titled "Post-Merger Integration — Unlocking Deal Value" focused on the critical success factors in integrating acquired assets after M&A transactions. Speakers shared practical insights on how to preserve value, maintain momentum, and align organizations post-deal.
Andrey Belokopytov from Zarubezhneft JSC emphasized that successful integration begins with a clear definition of the deal perimeter and early identification of value-generating assets. He highlighted the importance of involving the integration team during the deal preparation phase to avoid common pitfalls such as rising administrative costs or inefficient governance structures. Belokopytov also stressed the retention of key personnel as a decisive factor in realizing long-term value and ensuring sustainable asset development.
Daniil Grizenkov of ImpulseVC shared experience with the Buy-and-Build strategy, where initial acquisitions are followed by subsequent bolt-on deals or organic growth. He noted that the success of integration hinges on a clear understanding of the strategic intent — whether the target is being acquired for its team, product, or cash flow. Grizenkov underlined that post-deal execution is where the real work begins, and warned against over-centralization by corporate acquirers, which can hinder the acquired company's growth. Striking the right balance between autonomy and integration, he said, is key to unlocking operational potential.
Ivan Solovov from Perspektiva Asset Management highlighted the importance of maintaining constant communication with the acquired company’s management, to preserve entrepreneurial culture and allow for timely problem-solving. He proposed that investors take the lead in implementing structured management systems, especially in the case of family-owned or smaller businesses used to informal processes. This approach, he argued, helps ease the transition and aligns the acquired company with corporate governance standards without compromising agility.
All panelists agreed that successful post-merger integration requires a strategic, well-planned approach, with a strong emphasis on balancing corporate frameworks with the unique characteristics of the acquired business. Integration efforts should focus not just on short-term synergies, but on long-term value creation and sustainable development.
Andrey Belokopytov from Zarubezhneft JSC emphasized that successful integration begins with a clear definition of the deal perimeter and early identification of value-generating assets. He highlighted the importance of involving the integration team during the deal preparation phase to avoid common pitfalls such as rising administrative costs or inefficient governance structures. Belokopytov also stressed the retention of key personnel as a decisive factor in realizing long-term value and ensuring sustainable asset development.
Daniil Grizenkov of ImpulseVC shared experience with the Buy-and-Build strategy, where initial acquisitions are followed by subsequent bolt-on deals or organic growth. He noted that the success of integration hinges on a clear understanding of the strategic intent — whether the target is being acquired for its team, product, or cash flow. Grizenkov underlined that post-deal execution is where the real work begins, and warned against over-centralization by corporate acquirers, which can hinder the acquired company's growth. Striking the right balance between autonomy and integration, he said, is key to unlocking operational potential.
Ivan Solovov from Perspektiva Asset Management highlighted the importance of maintaining constant communication with the acquired company’s management, to preserve entrepreneurial culture and allow for timely problem-solving. He proposed that investors take the lead in implementing structured management systems, especially in the case of family-owned or smaller businesses used to informal processes. This approach, he argued, helps ease the transition and aligns the acquired company with corporate governance standards without compromising agility.
All panelists agreed that successful post-merger integration requires a strategic, well-planned approach, with a strong emphasis on balancing corporate frameworks with the unique characteristics of the acquired business. Integration efforts should focus not just on short-term synergies, but on long-term value creation and sustainable development.
Konstantin Karichev, Managing Partner at GR Management, spoke about the future of M&A transactions involving foreign assets from unfriendly jurisdictions in 2025. He noted a continued decline in transaction volume, driven by increased tax burdens, the need for multiple regulatory approvals, and elevated geopolitical risk.
According to Karichev, such deals are increasingly characterized by minimal warranties, limited due diligence, and strong external influences. Looking ahead to 2025, he expects a further decrease in deal activity, an increase in secondary asset sales, and a greater reliance on friendly jurisdictions. He emphasized the need for flexibility, precision in structuring, and proactive planning under these new conditions.
Ilya Shumov, Managing Director at Rosselkhozbank, outlined the key challenges and opportunities in today’s M&A market — including rising borrowing costs, heavier tax burdens starting in 2025, and the growing complexity of regulatory compliance.
Shumov pointed to agriculture, high-tech, and local manufacturing as promising sectors for deal activity. He stressed the importance of flexibility and innovation for market participants and highlighted the crucial role of private capital in supporting innovation and the resilience of strategic sectors amid global uncertainty.
Closing SummaryThe Private Equity & M&A 2024 Conference brought together industry leaders to discuss the future of dealmaking in a complex economic environment, explore post-merger integration and financing strategies, and examine the challenges of working with foreign assets.
Experts presented real-world case studies, shared analytical forecasts, and underscored the need for adaptability, innovation, and a long-term strategic mindset to successfully navigate today’s market realities.
The event served as a vital platform for professional exchange, collaboration, and community-building, inspiring participants to tackle complex challenges and continue advancing the M&A landscape.
We thank all speakers, partners, and attendees for their active engagement and meaningful contributions — and look forward to welcoming you to the next edition of the conference in 2025!
According to Karichev, such deals are increasingly characterized by minimal warranties, limited due diligence, and strong external influences. Looking ahead to 2025, he expects a further decrease in deal activity, an increase in secondary asset sales, and a greater reliance on friendly jurisdictions. He emphasized the need for flexibility, precision in structuring, and proactive planning under these new conditions.
Ilya Shumov, Managing Director at Rosselkhozbank, outlined the key challenges and opportunities in today’s M&A market — including rising borrowing costs, heavier tax burdens starting in 2025, and the growing complexity of regulatory compliance.
Shumov pointed to agriculture, high-tech, and local manufacturing as promising sectors for deal activity. He stressed the importance of flexibility and innovation for market participants and highlighted the crucial role of private capital in supporting innovation and the resilience of strategic sectors amid global uncertainty.
Closing SummaryThe Private Equity & M&A 2024 Conference brought together industry leaders to discuss the future of dealmaking in a complex economic environment, explore post-merger integration and financing strategies, and examine the challenges of working with foreign assets.
Experts presented real-world case studies, shared analytical forecasts, and underscored the need for adaptability, innovation, and a long-term strategic mindset to successfully navigate today’s market realities.
The event served as a vital platform for professional exchange, collaboration, and community-building, inspiring participants to tackle complex challenges and continue advancing the M&A landscape.
We thank all speakers, partners, and attendees for their active engagement and meaningful contributions — and look forward to welcoming you to the next edition of the conference in 2025!
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