D-MARKET Electronic Services & Trading, a leading Turkish e-commerce platform, announces the entry into a definitive agreement to acquire Doruk Finansman A.Ş., a Turkish consumer finance company (“Doruk Finansman”).
In line with its strategy to add incremental fintech capabilities to Hepsipay Wallet and its embedded value offerings, Hepsiburada takes a solid step by tapping the lending and buy-now-pay-later market through the acquisition of Doruk Finansman. Once completed, Hepsiburada will be able to offer its customers diversified consumer financing solutions matching their affordability needs, enhancing its value proposition through providing financial flexibility.
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On December 16, 2021, Hepsiburada, through one of its wholly owned subsidiaries, entered into a Share Sale and Purchase Agreement (the “SPA”) with the holders of 100% of the equity interest in Doruk Finansman: Doğan Şirketler Grubu Holding A.Ş. (“DoHol”), the holder of 97% equity interest in Doruk Finansman, Doğan Dış Ticaret ve Mümessillik A.Ş. and Doğan family individuals (collectively, the “Sellers”), to acquire 100% stake in Doruk Finansman, for a total transaction value of TRY 20 million (equivalent to US$1.3 million as of December 16, 2021) (the “Transaction Value”). In accordance with the Turkish regulatory requirements, the Company retained KPMG to issue an independent valuation report with respect to the Transaction Value.
At closing, the Company will pay the Sellers in cash an aggregate of TRY 5 million on a pro rata basis. The Company will pay DoHol TRY 15 million (the “Conditional Amount”) in cash only upon collection of certain receivables identified in the financial statements of Doruk Finansman as of the closing day. The Conditional Amount shall be paid to DoHol depending on the collection of receivables starting three months after the closing. If on the tenth anniversary of the closing date, the collections do not reach the total Conditional Amount, DoHol will no longer be entitled to the remaining portion of the Conditional Amount.
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The SPA provides for customary representations, warranties and covenants related to, among other things, the conduct of the business by Doruk Finansman prior to closing, such as limiting investments to an amount not to exceed TRY 100,000 in the aggregate. The SPA also provides that all expenses related to the receivables collection efforts, will be covered by the Company and invoiced to DoHol. DoHol has assumed all liabilities related to the business activities of Doruk Finansman prior to closing. Following the closing, the Company has the right to collect any related damages directly from DoHol.
The Sellers are all related parties and the transaction, including the SPA, has been approved by the Company’s Audit Committee, the Corporate Governance Committee, as well as the Board of Directors.
The closing of the transaction is subject to regulatory approval of Banking Regulation and Supervision Agency and Hepsiburada expects to complete the acquisition during the first quarter of 2022.
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