M&A Activity • Apr 22, 2025
M&A Activity
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| Summary Info | Capital Market Board Approval Regarding Facilitated Merger with Our Subsidiaries of Which Our Company Holds 100% of Shares |
| Update Notification Flag | No |
| Correction Notification Flag | Yes |
| Postponed Notification Flag | No |
| Reason of Correction | . |
| Board Decision Date | 07.02.2025 |
| Merger Model | Merger Through Acquisition |
| Date Of Financial Statements Base To Merger | 31.12.2024 |
| Currency Unit | TRY |
| Acquired Company | Trading On The Stock Exchange/Not Trading On The Stock Exchange | Share Exchange Rate | Group of Share To Be Distributed To Acquired Company Shareholders | Form of Share To Be Distributed To Acquired Company Shareholders |
| Göksu Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. | Not Trading On The Stock Exchange | |||
| Mel 2 Gayrimenkul Geliştirme Yatırım İnşaat ve Ticaret A.Ş. | Not Trading On The Stock Exchange | |||
| Mel 4 Gayrimenkul Geliştirme Yatırım İnşaat ve Ticaret A.Ş. | Not Trading On The Stock Exchange |
| Share Group Info | Paid In Capital | Amount Of Capital To Be Increased Due To The Acquisition (TL) | Capital To Be Decreased (TL) | Target Capital | New Shares To Be Given Due To Merger |
| A Grubu, İşlem Görmüyor, TRERSGY00028 | 297.642.550 | 297.642.550 | |||
| B Grubu, RGYAS, TRERSGY00036 | 33.357.450 | 33.357.450 |
| Paid In Capital | Amount Of Capital To Be Increased Due To The Acquisition (TL) | Capital To Be Decreased (TL) | Target Capital | |
| TOTAL | 331.000.000 TL | 0 TL | 0 TL | 331.000.000 TL |
| Capital Market Board Application Date Regarding Merger | 07.02.2025 |
| Capital Market Board Application Result Regarding Merger | APPROVAL |
| Capital Market Board Approval Date Regarding Merger | 18.04.2025 |
Additional Explanations
The request for approval of the announcement text prepared regarding the merger of our wholly-owned subsidiaries — Göksu Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret Anonim Şirketi, Mel 2 Gayrimenkul Geliştirme Yatırım İnşaat ve Ticaret Anonim Şirketi, and Mel 4 Gayrimenkul Geliştirme Yatırım İnşaat ve Ticaret Anonim Şirketi — with our Company through a simplified procedure, by way of the transfer of all their assets and liabilities as a whole to our Company, within the scope of Articles 19 and 20 of the Corporate Tax Law No. 5520, the provisions of the Turkish Commercial Code No. 6102, the Capital Markets Law No. 6362, and the Capital Markets Board's (" CMB ") Communiqué on Mergers and Demergers No. II-23.2, as previously disclosed in our material event disclosure dated 07.02.2025, has been approved by the CMB on 18.04.2025.
With the granting of the mentioned approval, the merger agreement signed between our Company, as the acquiring company, and the acquired companies within the scope of the mentioned merger has entered into force, and the procedures for the registration of the mentioned merger have also been initiated."
Within the scope of the merger transaction, the CMB approved announcement text and merger agreement are attached hereto.
The English translation of this disclosure is attached hereto and in case of any discrepancy in the text of the disclosure, the Turkish disclosure shall prevail.
It is respectfully announced to the public and our investors.
Documents Regarding Merger
| Appendix: 1 | BİRLEŞME SÖZLEŞMESİ.pdf - Merger Contract |
| Appendix: 2 | Onaylı Duyuru Metni.pdf - Announcement Text |
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