OBI’s ownership structure needs to be refurbished

Lawsuits unfolded around the sale of the OBI network in Russia. Moscow businessman Andrey Baranov is trying to cancel transactions for the transfer of ownership, as well as to get 40% in the structure to which OBI stores moved in August 2022. Lawyers see chances for a review of transactions, and experts note the risks of a negative impact on the network’s business due to uncertainty with the owners.

Entrepreneur Andrey Baranov filed an application with the Moscow Arbitration Court to invalidate transactions for the alienation of shares in companies associated with the OBI network in Russia. The information is in the case file. The defendants are the former and current owners of the network structures OOO GISK MAX, International Public Organization Anti-Corruption, OOO Boksitogorsky Timber Processing Plant, OOO Modul-2, and Valid Korchagin. The court left the claim without motion on February 6 to clarify a number of circumstances.

The German OBI GmbH has been operating in Russia since 2003, managing 27 hypermarkets. After the outbreak of hostilities in Ukraine, the company suspended work in the Russian Federation, and then withdrew from local business. In August 2022, GISK MAX LLC became the owner of OBI structures, where Josef Liokumovich owns 60%, and Ilya Kolobkov owns 40%. But already in October, the International Public Organization “On Combating Corruption” and “Boksitogorsky” became the owners of OBI structures, and in December – “Module-2” and Valid Korchagin. The Vedomosti newspaper associated the latter with the Sindika holding of Senator Arsen Kanokov.

As follows from the file of cases, Andrey Baranov claims 40% in the first of the Russian owners of the OBI business – GISK MAX. In December 2022, the Moscow Arbitration Court granted his application and ordered Ilya Kolobkov to conclude a contract for the sale of 40% in GISK MAX with Mr. Baranov. According to the materials of the court, the transaction was supposed to take place within three days after obtaining the consent of the Federal Antimonopoly Service for the acquisition of OBI structures in the Russian Federation, but Mr. Kolobkov evaded this. At the end of January, Ilya Kolobkov and GISK MAX filed an appeal against the decision, its consideration is scheduled for March. In the Russian OBI, they did not answer “Kommersant”. Sindic declined to comment. It was not possible to contact Andrey Baranov and GISK MAX.

Little is known about Andrey Baranov’s business. According to SPARK, he owns shares in the Nova Trade trading company and Turbodente LLC, the main activity of which is a dental practice. Also, Mr. Baranov participated in the capital of a number of structures related to software development. And his partner in terms of projects was the owner of the distributor of equipment and software for automation “Prosoft” Sergey Sorokin. Prosoft did not provide a comment either.

Orchards adviser Azat Akhmetov notes that the chronology of transactions with OBI is “suspicious and raises many questions.” It follows from judicial acts that GISK MAX ceded shares in OBI enterprises immediately after Andrey Baranov filed a lawsuit demanding that an agreement be concluded for 40% of the shares, the lawyer points out. According to him, in a normal situation, the company will not sell its main asset if there is a dispute between the participants on the distribution of shares.

Ekaterina Makeeva, partner of A-PRO practice, notes that if Andrey Baranov restores ownership rights in GISK MAX, then his share in the company will be a minority one. Then, according to her, the court will have to determine whether Mr. Baranov, being a co-owner of GISK MAX, could influence the decision to sell OBI structures. The outcome of the case to challenge transactions with OBI will also depend on the terms of the preliminary agreement between Messrs. Baranov and Kolobkov, namely, whether the document settled the issues of alienation of shares of subsidiaries, says partner, head of dispute resolution practice at Stonebridge Legal Alexei Yadykin.

As Mikhail Burmistrov, CEO of Infoline-Analytics, notes, uncertainty with business owners may have a negative impact on the company’s operations. It is important for providers to know who owns and operates the network, he said. The key issue, the expert notes, is the ability of OBI to ensure uninterrupted payments to counterparties for goods in order to prevent empty shelves in stores.

Alina Savitskaya