Revision of the Documents Regarding the Merger through Acquisition of Exsa by Sabancı Holding
The Board of Directors of Sabancı Holding has resolved the followings in its meeting dated October 30, 2023;
1) By changing the date of the financial statements to be taken as a basis for the merger transaction that was decided in the paragraph (2) of the Board resolution dated May 24, 2023; special audited consolidated financial statements of both Sabancı Holding as the acquirer and Exsa Export Sanayi Mamulleri Satış ve Araştırma A.Ş. (Exsa) as the acquired for the interim period ended on June 30, 2023 shall be taken into account for the merger transaction and for the calculations to be made thereof, pursuant to Article 6 of the Communiqué No. II-23.2 on Merger and Demerger of the Capital Markets Board;
2) The revised Merger Agreement and the revised Merger Report dated October 30, 2023, which were prepared in relation to the contemplated merger, through which all of the assets and liabilities of Exsa, a subsidiary of Sabancı Holding, be acquired by Sabancı Holding as a whole, shall be approved;
3) The amount of capital increase to be made by Sabancı Holding due to the merger shall be determined as TRY 59,972,038.18 and the amount of additional shares to be issued by Sabancı Holding and allocated to existing Exsa shareholders (excluding Sabancı Holding) shall be determined as 5,997,203,818; based on the merger ratio (97.14%) and the swap ratio (0.35995893) as calculated by Ernst Young Kurumsal Finansman Danışmanlık A.Ş. in its revised Independent Valuation Report dated October 24, 2023;
4) The revised proposed amendments to the Article 10 of Articles of Association due to the contemplated capital increase as part of the merger transaction shall be approved as attached;
5) The application made to the Capital Markets Board within the framework of the provisions of the Communiqué No. II-23.2 on Merger and Demerger shall be updated in order to have the text of the announcement prepared due to the merger transaction, the issuance certificate for the shares to be issued due to capital increase and the proposed amendments regarding the capital provisions of the articles of association approved;
6) The merger transaction, the capital increase and the proposed amendments to the articles of association shall be submitted to the approval of the General Assembly, once the necessary permits and approvals are obtained. In accordance with the first paragraph of Article 6 of the Communiqué No. II-23.2 on Merger and Demerger of the Capital Markets Board, it has become necessary to change the date of the previously announced financial statement taken as a basis for the merger transaction since it became certain that the general assembly meeting regarding the merger could not be practically convened within the relevant period as set by the regulations.
In line with the above, Turkish versions of the Merger Agreement, the Merger Report, the Independent Valuation Report, and the Proposed Amendments to the Articles of Association (also in English), all of which have been revised due to changing of the financial statements to be taken as a basis for the merger transaction, are attached to this statement. The regulatory application made to Capital Markets Board in order to obtain the necessary permits and approvals for the contemplated merger will be updated in line with the revised documents.
It is estimated that Çimsa Çimento Sanayi ve Ticaret A.Ş. (Çimsa), a subsidiary of Sabancı Holding, will be entitled to receive Sabancı Holding's shares with TRY 27,690,740.94 nominal value that would represent 1.32% of the total shares upon the completion of the merger transaction in exchange for its existing Exsa shares with TRY 76,927,500 nominal value, based on the calculations made as per the revised Indepenent Valuation Report. Lastly, the Updated Questions and Answers regarding the contemplated merger can be accessed on the Investor Relations website via the link below. https://yatirimciiliskileri.sabanci.com/en/news/detail/Updated-Q-A-Regarding-Sabanci-Holding-and-Exsa-Merger/161/2622/0