Hepsiburada Announces the Closing of the Change of Control Transaction between Joint Stock Company Kaspi.kz and the Founder of Hepsiburada and Other Affiliates
29 Gennaio 2025 - 1:05PM
D-MARKET Electronic Services & Trading (d/b/a “Hepsiburada”)
(NASDAQ: HEPS), announces the closing (the “Closing”), on January
29, 2025 (the “Closing Date”), of the previously disclosed
transaction between Joint Stock Company Kaspi.kz, a joint stock
company incorporated under the laws of Kazakhstan (the “Buyer”),
and Hanzade Vasfiye Doğan Boyner, Hepsiburada’s founder, Vuslat
Doğan Sabancı, Yaşar Begümhan Doğan Faralyalı, Arzuhan Doğan
Yalçındağ and Işıl Doğan (collectively, the “Sellers”), pursuant to
the Stock Purchase Agreement (the “Agreement”) entered into on
October 17, 2024 by and among the Buyer and the Sellers.
In accordance with the terms of the Agreement,
the Buyer has purchased from the Sellers all of the outstanding
Class A shares and Class B shares of the Company held by the
Sellers (the “Shares”), representing 65.41% of the total
outstanding shares of Hepsiburada. The Buyer purchased the Shares
for a total consideration of approximately $1,127 million, of which
$600 million was paid in cash to the Sellers on the Closing Date,
and $526.9 million of Deferred Cash Consideration (as defined in
the Agreement) will be paid to the Sellers in cash no later than
six months after the Closing Date. As collateral with respect to
the Deferred Cash Consideration, the Buyer has pledged 65,199,658
Class B shares of Hepsiburada in favor of the Sellers. As of the
Closing, the Buyer has become the new controlling shareholder of
Hepsiburada.
About Hepsiburada
Hepsiburada is a leading e-commerce technology
platform in Türkiye, operating through a hybrid model that combines
first-party direct sales (1P) and a third-party marketplace (3P)
with approximately 100 thousand merchants.
With its vision of leading the digitalization of
commerce, Hepsiburada serves as a reliable, innovative and
purpose-driven companion in consumers’ daily lives. Hepsiburada’s
e-commerce platform offers a broad ecosystem of capabilities for
merchants and consumers including last-mile delivery, fulfillment
services, advertising solutions, cross-border sales, payment
services and affordability solutions. Hepsiburada’s integrated
fintech platform, Hepsipay, provides secure payment solutions,
including digital wallets, general-purpose loans, buy now pay later
(BNPL) and one-click checkout, enhancing shopping convenience for
consumers across online and offline while driving higher sales
conversions for merchants.
Since its founding in 2000, Hepsiburada has been
purpose-driven, leveraging its digital capabilities to empower
women in the Turkish economy. In 2017, Hepsiburada launched the
‘Technology Empowerment for Women Entrepreneurs’ program, which has
supported nearly 57.5 thousand female entrepreneurs across Türkiye
in reaching millions of customers.
Investor Relations
Contactir@hepsiburada.com
Media
Contactcorporatecommunications@hepsiburada.com
Forward-Looking Statements
This press release includes forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended and the Safe Harbor provisions of the US Private
Securities Litigation Reform Act of 1995, and encompasses all
statements, other than statements of historical fact contained in
this press release. These forward-looking statements can be
identified by terminology such as “may,” “could,” “will,”
“expects,” “anticipates,” “aims,” “future,” “intends,” “plans,”
“believes,” “estimates,” “targets,” “likely to”, “understands” and
similar statements. These forward-looking statements are based on
management’s current expectations. However, it is not possible for
our management to predict all risks, nor can we assess the impact
of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make. These statements are neither promises nor guarantees
but involve known and unknown risks, uncertainties and other
important factors and circumstances that may cause Hepsiburada’s
actual results, performance or achievements to be materially
different from its expectations expressed or implied by the
forward-looking statements, including conditions in the U.S.
capital markets, negative global economic conditions, potential
negative developments resulting from epidemics or natural
disasters, other negative developments in Hepsiburada’s business or
unfavorable legislative or regulatory developments. We caution you
therefore against relying on these forward-looking statements, and
we qualify all of our forward-looking statements by these
cautionary statements. For a discussion of additional factors that
may affect the outcome of such forward-looking statements, see our
2023 annual report filed with the SEC on Form 20-F on April 30,
2024 (Commission File Number: 001-40553), and in particular the
“Risk Factors” section, as well as the other documents filed with
or furnished to the SEC by Hepsiburada from time to time. Copies of
these filings are available online from the SEC at www.sec.gov, or
on the SEC Filings section of our Investor Relations website at
https://investors.hepsiburada.com. These and other important
factors could cause actual results to differ materially from those
indicated by the forward-looking statements made in this press
release. Any such forward-looking statements represent management’s
estimates as of the date of this press release. These
forward-looking statements should not be relied upon as
representing Hepsiburada’s views as of any date subsequent to the
date of this press release. All forward-looking statements in this
press release are based on information currently available to
Hepsiburada, and Hepsiburada and its authorized representatives
assume no obligation to update these forward-looking statements in
light of new information or future events. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
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