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English
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oda_NoncurrentFinancialAssetAcquisitionAbstract|
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oda_UpdateAnnouncementFlag|
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Evet (Yes)
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oda_CorrectionAnnouncementFlag|
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Hayır (No)
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oda_DateOfThePreviousNotificationAboutTheSameSubject|
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16.12.2020 & 31.03.2021
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oda_DelayedAnnouncementFlag|
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Hayır (No)
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oda_AnnouncementContentSection|
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oda_BoardDecisionDateForAcquisition|
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16/12/2020
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oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForAcquisition|
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Yes
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oda_TitleOfNoncurrentFinancialAssetAcquired|
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Hitachi Home Appliances Netherland B.V.
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oda_FieldOfActivityNoncurrentFinancialAssetWhoseSharesWereAcquired|
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Manufacturing, sales and distribution of home appliances businesses mainly in Asia Pacific, excluding the Japanese market.
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oda_CapitalOfNoncurrentFinancialAsset|
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10.000 Euro
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oda_AcquirementWay|
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Satın Alma (Purchase)
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oda_DateOnWhichTheTransactionWasWillBeCompleted|
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01.07.2021
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oda_AcquisitionConditions|
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Peşin (Cash)
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oda_DetailedConditionsIfItIsATimedPayment|
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-
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oda_NominalValueOfSharesAcquired|
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6.000 Euro
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oda_PurchasePricePerShare|
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It is calculated approximately 57.171USD per share
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oda_TotalPurchasingValue|
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The transaction value that has been calculated as 343.024.730 USD for the 60% of the shares after customary closing adjustments based on the estimated balance of cash and debt like items and minority shares adjustment for the outstanding minority shares, will be subject to adjustments according to the audited financial statements of the Closing Date and any changes that may occur in the minority shares until that date. Amount of $268.024.730 of this price was transferred to Hitachi Global Life Solutions, Inc. while the amount of 75.000.000USD was transferred to the escrow account.
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oda_RatioOfNewSharesAcquiredToCapitalOfNoncurrentFinancialAsset|
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60%
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oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterTransaction|
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60%
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oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterTransaction|
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60%
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oda_RatioOfNoncurrentFinancialAssetAcquiredToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
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5.6%
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oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
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7.3%
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oda_EffectsOnCompanyOperations|
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We expect this transaction to contribute our growth plan in Asia-Pasific region
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oda_DidTakeoverBidObligationArised|
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Hayır (No)
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oda_WillExemptionApplicationBeMadeIfTakeoverBidObligationArised|
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Hayır (No)
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oda_TitleNameSurnameOfCounterParty|
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Hitachi Global Life Solutions, Inc.
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oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
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Hayır (No)
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oda_RelationWithCounterPartyIfAny|
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There is no capital or management relationship. .
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oda_AgreementSigningDateIfExists|
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16/12/2020
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oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
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Negotiation method
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oda_DidValuationReportBePrepared|
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Düzenlenmedi (Not Prepared)
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oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
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Preparation of a valuation report is not mandatory.
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oda_DateAndNumberOfValuationReport|
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-
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oda_TitleOfValuationCompanyPreparedReport|
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-
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oda_ValueDeterminedInValuationReportIfExists|
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-
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oda_ReasonsIfTransactionWasntWillNotBePerformedInAccordanceWithValuationReport|
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-
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oda_ExplanationSection|
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oda_ExplanationTextBlock|
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Following our disclosure made on 16.12.2020 and 31.03.2021, a significant part of closing conditions specified in the Purchase Agreement regarding the acquisition of 60% shares of "Hitachi Home Appliances Netherland B.V." (JV) which is established in Netherlands as a part of the partnership with Hitachi Global Life Solutions, Inc. ("HGLS"), have been satisfied today. Due to the fact that the registration procedures regarding the transfer of HGLS subsidiaries in China to JV have not been completed yet, it has been agreed by the parties that the closing transactions will be carried out on the condition that 75.000.000 USD of the total transaction value is deposited into the escrow account and the amount in the escrow account would be paid to HGLS after the completion of the registration, which is expected to be completed within 8 weeks. If the registration process cannot be completed within the specified 8-week period, the amount in the escrow account will be returned to Arçelik A.Ş., and the relevant amount will be paid directly to HGLS after the registration process is completed. Transaction Value that has been calculated as 343.024.730 USD based on 30.06.2021 estimated closing accounts, which was provided by HGLS, after customary adjustments based on the estimated balance of cash and debt like items and minority shares adjustment for the outstanding minority shares. By the end of year, final purchase price adjustment will be completed after finalization of independent audit of 30.06.2021 financial statements, considering the audited accounts and minority shares value changes. Accordingly, as of 1 July 2021, while an amount of 268.024.730 USD of total Transaction Value was paid to HGLS, an amount of 75.000.000 USD part was transferred to escrow account and share transfer has been completed. Joint Venture Agreement, Master Branding Agreement and other relevant agreements were signed, joint venture corporate name was amended as "Arçelik Hitachi Home Appliances B.V.". At this stage, the transaction includes 2 subsidiaries of HGLS with manufacturing facilities in Thailand and China, and 9 sales companies in Thailand, China, Hong Kong, Taiwan, Singapore, Malaysia, Indonesia, the UAE and Vietnam. In addition to this, a new operation centre will be established in Thailand in order to manage corporate activities. This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail. |
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.