Related Companies
|
[]
|
||||||||
Related Funds
|
[]
|
||||||||
English
|
|||||||||
oda_NoncurrentFinancialAssetAcquisitionAbstract|
|
|
||||||||
oda_UpdateAnnouncementFlag|
|
|
Hayır (No)
|
|||||||
oda_CorrectionAnnouncementFlag|
|
|
Hayır (No)
|
|||||||
oda_DateOfThePreviousNotificationAboutTheSameSubject|
|
|
-
|
|||||||
oda_DelayedAnnouncementFlag|
|
|
Evet (Yes)
|
|||||||
oda_AnnouncementContentSection|
|
|
||||||||
oda_BoardDecisionDateForAcquisition|
|
|
28/06/2022
|
|||||||
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForAcquisition|
|
|
Yes
|
|||||||
oda_TitleOfNoncurrentFinancialAssetAcquired|
|
|
Gensenta İlaç Sanayi ve Ticaret Anonim Şirketi
|
|||||||
oda_FieldOfActivityNoncurrentFinancialAssetWhoseSharesWereAcquired|
|
|
Manufacturing, selling and marketing of generic pharmaceuticals, biosimilar products, and active pharmaceutical ingredients
|
|||||||
oda_CapitalOfNoncurrentFinancialAsset|
|
|
TL 577,195,812.59
|
|||||||
oda_AcquirementWay|
|
|
Satın Alma (Purchase)
|
|||||||
oda_DateOnWhichTheTransactionWasWillBeCompleted|
|
|
Following the receipt of the necessary regulatory approvals and fulfilling the terms of the agreement
|
|||||||
oda_AcquisitionConditions|
|
|
Peşin (Cash)
|
|||||||
oda_DetailedConditionsIfItIsATimedPayment|
|
|
-
|
|||||||
oda_NominalValueOfSharesAcquired|
|
|
TL 576,959,157.46 ( A total of 57,695,915,746 shares with a nominal value of 1 kurus each)
|
|||||||
oda_PurchasePricePerShare|
|
|
Turkish Liras equivalent to US $0.00234(*)
|
|||||||
oda_TotalPurchasingValue|
|
|
Turkish Liras equivalent to US $135,000,000(*)
|
|||||||
oda_RatioOfNewSharesAcquiredToCapitalOfNoncurrentFinancialAsset|
|
|
99.96%
|
|||||||
oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterTransaction|
|
|
99.96%
|
|||||||
oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterTransaction|
|
|
99.96%
|
|||||||
oda_RatioOfNoncurrentFinancialAssetAcquiredToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
|
|
26.32% (calculated according to the CBRT buying rates on 28.06.2022.)
|
|||||||
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
|
|
203.31% (calculated according to the CBRT buying rates on 28.06.2022.)
|
|||||||
oda_EffectsOnCompanyOperations|
|
|
Our company will acquire Gensenta's production and R&D competency, its customer portfolio in Turkey and abroad, and a wide array of products that include many pharmaceuticals with well-known brands.
|
|||||||
oda_DidTakeoverBidObligationArised|
|
|
Hayır (No)
|
|||||||
oda_WillExemptionApplicationBeMadeIfTakeoverBidObligationArised|
|
|
Hayır (No)
|
|||||||
oda_TitleNameSurnameOfCounterParty|
|
|
Amgen İlaç Ticaret Limited Şirketi
|
|||||||
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
|
|
Hayır (No)
|
|||||||
oda_RelationWithCounterPartyIfAny|
|
|
-
|
|||||||
oda_AgreementSigningDateIfExists|
|
|
28/06/2022
|
|||||||
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
|
|
Based on negotiations
|
|||||||
oda_DidValuationReportBePrepared|
|
|
Düzenlenmedi (Not Prepared)
|
|||||||
oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
|
|
There is no legal obligation and a negotiations method has been used.
|
|||||||
oda_DateAndNumberOfValuationReport|
|
|
-
|
|||||||
oda_TitleOfValuationCompanyPreparedReport|
|
|
-
|
|||||||
oda_ValueDeterminedInValuationReportIfExists|
|
|
-
|
|||||||
oda_ReasonsIfTransactionWasntWillNotBePerformedInAccordanceWithValuationReport|
|
|
-
|
|||||||
oda_ExplanationSection|
|
|
||||||||
oda_ExplanationTextBlock|
|
On 28 June 2022, our company signed a Share Purchase Agreement ("Agreement") with Amgen İlaç Ticaret Limited Şirketi ("Amgen") to purchase a 99.96 percent stake in Gensenta İlaç Sanayi ve Ticaret A.Ş. ("Gensenta") for Turkish Liras(*) equivalent to US $135,000,000.(**)
The share transfer is subject to receipt of the required approvals, including the approval of the Competition Authority, and the fulfillment of other conditions in the Agreement. The full amount of the purchase price will be paid to Amgen with the conclusion of the share transfer.
Founded as a laboratory in 1923 and incorporated as a company in 1957, Mustafa Nevzat İlaç Sanayii A.Ş., which is called Gensenta today, became one of Turkey's oldest and most established pharmaceutical firms. In 2012, it was acquired by Amgen, and in 2020 it was renamed Gensenta. With its team of about 800 employees and modern facilities equipped with world-class production technology, Gensenta is an important Turkish producer of generic pharmaceuticals, biosimilar products, and active pharmaceutical ingredients.
With this transaction, our company will acquire Gensenta's production and R&D competency, its customer portfolio in Turkey and abroad, and a wide array of products that include many pharmaceuticals with well-known brands.
(*) It will be calculated according to the average of the CBRT buying and selling rates announced on the day before the payment date.
(**)The disclosure to the public of the negotiation process regarding the said purchase has been postponed by the resolution of the Board of Directors dated 14.06.2022 until the date of signing the share purchase agreement within the scope of Article 6 of the CMB's Communiqué on Material Events Disclosure No. II-15.1in order to prevent the investors from being misled by being informed fully, accurately, and completely, to protect the legal interests of our Company considering the fact that a disclosure to be made at this point may have a negative impact on our bargaining and competitive power, since the fact whether the transaction will be carried out or not and the terms of the agreement have not been finalized as well as that it may affect the share prices and value of our Company, and that the different estimations, interpretations, and evaluations regarding the transaction conditions may cause speculative movements in the shares and thereby may harm the interests of the investors.
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.