Acquisition of Controlling Shares in Bulutistan by DxBV
On April 29, 2022, Sabancı Holding announced that a wholly-owned subsidiary named Dx Technology Services and Investment BV (DxBV) had been incorporated in the Netherlands with the goal of creating a global player in the digital world by focusing on business models based on next generation technologies at Sabancı Group. Subsequently, it was disclosed on March 8, 2023 that Digital Strategic Business Unit had been established to foster the existing digital businesses and to accelerate new investments and initiatives in respective areas in accordance with the growth plans in digital businesses as part of Sabancı Holding's portfolio management strategies.
In line with this vision, DxBV has acquired 65% of shares with a nominal value amounting to TRY 1,097,330 in ICT Bulut Bilişim A.Ş. (Bulutistan), one of the market leaders in cloud technologies in Türkiye, in consideration of circa USD 39 million on August 23, 2024.
In accordance with the shareholders agreement signed with the founders (and now minority shareholders) of Bulutistan, DxBV is entitled to privileged shares that allow nomination of 4 members of the board of directors of Bulutistan, which consists of 5 members in total. Additionally, shares with a nominal value of TRY 177,260 representing 10.5% of total shares in Bulutistan are held by Ak Portföy Yönetimi A.Ş. Sabancı Holding Özel Girişim Sermayesi Yatırım Fonu (Corporate Venture Capital Fund of Sabancı Holding, "Sabancı Ventures").
Bulutistan will be consolidated in the financial reports of Sabancı Holding as total effective ownership interest in Bulutistan will be at 75.5% held indirectly through DxBV and Sabancı Ventures, upon this acquisition.
Due to uncertainties regarding fulfilment of the closing conditions at the time of signing of the share purchase agreement dated June 7, 2024, the public announcement of such development was deferred as per Article 6 of the Communiqué No. II-15.1 on Material Events Disclosure of the Capital Markets Board, in order to protect the legitimate interests of Sabancı Holding as well as to refrain from providing misinformation to our investors.