M&A Activity • Apr 25, 2022
M&A Activity
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| Summary Info | Board of Director's Decision on the Merger of our 100% Owned Subsidiary Arçelik Üretim ve Teknoloji A.Ş. Under Our Company |
| Update Notification Flag | No |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
| Board Decision Date | 25.04.2022 |
| Merger Model | Merger Through Acquisition |
| Date Of Financial Statements Base To Merger | 31.12.2021 |
| 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 |
| Arçelik Üretim ve Teknoloji 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 |
| ARCLK, TRAARCLK91H5 | 675.728.205 | 675.728.205 |
| Paid In Capital | Amount Of Capital To Be Increased Due To The Acquisition (TL) | Capital To Be Decreased (TL) | Target Capital | |
| TOTAL | 675.728.205 TL | 0 TL | 0 TL | 675.728.205 TL |
Additional Explanations
It was decided in the Board of Directors Decision of our Company dated April 25, 2022 and numbered 1114 that;
Considering the emerging market and market conditions; in order to strengthen our current position in the consumer durable goods sector and to achieve savings and productivity increases by providing a more effective management, it has been decided to start the merging process through acquisition of Arçelik Üretim ve Teknoloji A.Ş. which is a 100% subsidiary of our company, with all its assets and liabilities.
1-To carry out merger transaction through acquisition according to the Article 13 of the Communiqué of Capital Markets Board on Merger and Spin-off with the serial numbered II-23.2 and the procedures of "Simplified Merger", the Articles 19 and 20 of the Corporate Income Tax Code numbered 5520, the Code of Capital Markets numbered 6362, the Communiqué of the Capital Markets Board on Merger and Spin Off with the Serial No: II-23.2 and the articles between 136 and 158 of the Turkish Commercial Code numbered 6102,
2- To carry out merger transaction based on financial statements dated 31/12/2021 of our Company,
3-To prepare the necessary documents and information (not limited to the text of the announcement regarding merger, merger agreement and similar documents and information) for the purpose of merger, to apply for the necessary permissions from the Capital Markets Board and other institutions, to make and execute the necessary announcements and explanations,
4- It has been decided to authorize the management of the company to carry out the merger transactions to be made within the framework of these principles.
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.
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