Lenta Group has acquired complete ownership of RFB-Retail LLC, the legal entity operating the O'KEY hypermarket network, in a transaction that does not involve a cash payment. Instead, Lenta assumed the acquired company's outstanding debt as consideration for the 100% stake.
The transaction has received approval from Russia's Federal Antimonopoly Service. Under the terms announced, the acquisition covers 75 O'KEY hypermarkets representing a combined retail area of 478,000 square meters, plus four leased distribution centers totaling 107,000 square meters. The store footprint spans six federal districts: Northwestern (25 stores), Central (17), Southern (13), Siberian (7), Volga (7), and Ural (6).
Management has provided forward-looking financial guidance tied to the integration. By the end of 2026 Lenta expects the net debt to EBITDA ratio to remain at the lower bound of its target range at 1.0x and anticipates achieving EBITDA profitability of at least 7%.
The deal is positioned as a strategic move to expand Lenta's presence in the Russian retail market and to strengthen its leadership in the hypermarket format. Management cited O'KEY's revenue of 142 billion rubles in 2025, and third-party analysis from Infoline indicates the acquisition will raise Lenta's share of the hypermarket segment to 39%.
Integration plans call for completion by the end of 2026. The company intends to rebrand the majority of the acquired stores under the Hyper Lenta banner and to centralize core functions - procurement, logistics, IT systems, and operational management - across the enlarged group. Lenta has outlined expected synergy sources that include improved commercial terms, logistics efficiencies, streamlined operational processes, tighter SG&A control, and enhanced online sales capabilities.
Lenta will begin consolidating the acquired business in its financial reporting from June 2. The company emphasized that hypermarkets remain its flagship format and that the transaction aligns with Strategy 2028, which targets group revenue of 2.2 trillion rubles. Vladimir Sorokin, chief executive officer of Lenta Group, described the acquisition as an important milestone in executing that strategy and underlined the company's leading market positions and operational efficiency in the hypermarket segment.
From an operational standpoint the purchase adds substantial retail space and distribution capacity to Lenta's network, while the no-cash structure means the balance sheet impact will reflect an increase in assumed liabilities rather than an outflow of cash. The company has outlined a timeline and actions to capture cost and revenue synergies, while signaling an intent to preserve or improve key credit metrics, as reflected in the net debt to EBITDA guidance.
The transaction is expected to change competitive dynamics within the hypermarket segment given the uplift in Lenta's market share. Lenta has identified specific back-office and commercial levers to consolidate operating models and accelerate e-commerce initiatives across the combined estate. Operational consolidation and rebranding will be material tasks during the integration period and are central to the company's stated objective of enhancing margins and operational scale.
Reporting consolidation from June 2 will allow stakeholders to track the financial impact of the acquisition as integration progresses toward the end-2026 target. The company has signaled targets for margin and leverage, but the timing and realization of the identified synergies will determine the ultimate effect on group profitability and cash flow durability.
Key points
- The acquisition transfers 100% ownership of RFB-Retail LLC to Lenta through assumption of the target's debt obligations rather than a cash payment.
- Assets acquired include 75 hypermarkets (478,000 sq m) and four leased distribution centers (107,000 sq m) located across six federal districts.
- Management projects a net debt to EBITDA ratio of 1.0x at the lower end of the target range and EBITDA profitability of at least 7% by end-2026; consolidation begins in reporting from June 2.
Risks and uncertainties
- Integration risk - completing rebranding and centralizing procurement, logistics, IT, and operations by end-2026 is an operational challenge that will affect retail and logistics sectors.
- Leverage and profitability outcomes - the plan relies on achieving a net debt to EBITDA of 1.0x and at least 7% EBITDA margin by end-2026; failure to realize synergies could impact financial metrics and credit profile.
- Balance sheet impact - the debt-for-equity structure increases assumed liabilities on Lenta's balance sheet, with implications for the company's financial stability and cash flow management in retail and financial markets.
Impacted sectors
- Retail - hypermarket segment concentration and market share changes
- Logistics - distribution center utilization and network optimization
- Financial markets - balance sheet and leverage metrics subject to change as debt is consolidated