M&A Activity • Jan 15, 2024
M&A Activity
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| Summary Info | Registration of the Merger through Acquisition of Exsa by Sabancı Holding |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
| Related Companies | CIMSA |
| Board Decision Date | 24.05.2023 |
| Merger Model | Merger Through Acquisition |
| Date Of Financial Statements Base To Merger | 30.06.2023 |
| 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 |
| EXSA EXPORT SANAYİ MAMULLERİ SATIŞ VE ARAŞTIRMA A.Ş. | Not Trading On The Stock Exchange | 0,35995893 | - | Registered |
| 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 |
| SAHOL, TRASAHOL91Q5 | 2.040.403.931 | 59.972.038,18 | 0 | 2.100.375.969,18 | SAHOL, TRASAHOL91Q5 |
| Paid In Capital | Amount Of Capital To Be Increased Due To The Acquisition (TL) | Capital To Be Decreased (TL) | Target Capital | |
| TOTAL | 2.040.403.931 TL | 59.972.038,18 TL | 0 TL | 2.100.375.969,18 TL |
| Capital Market Board Application Date Regarding Merger | 21.06.2023 |
| Capital Market Board Application Result Regarding Merger | APPROVAL |
| Capital Market Board Approval Date Regarding Merger | 22.11.2023 |
| Date of Related General Assembly | 25.12.2023 |
| Was The Issue Of Merger Negotiated? Was It Accepted? | Accepted |
| Capital Market Board Application Date | 21.06.2023 |
| Date Of Registry | 15.01.2024 |
Additional Explanations
In line with the resolution of the Board of Directors of Sabancı Holding dated May 24, 2023, the merger transaction where all of the assets and liabilities of Exsa Export Sanayi Mamulleri Satış ve Araştırma A.Ş. (Exsa), a subsidiary of Sabancı Holding, be acquired as a whole by Sabancı Holding, has been completed upon registration of the merger on January 15, 2024.
With the registration, Exsa has been dissolved without liquidation and the merger transaction has become legally valid as of the registration date. Therefore, the financial assets of Exsa along with 50% of shares in Temsa Skoda Sabancı Ulaşım Araçları A.Ş., 100% of shares in Temsa Motorlu Araçlar Pazarlama ve Dağıtım A.Ş. and 100% of shares in Exsa Gayrimenkul Proje Geliştirme A.Ş. have been transferred to Sabancı Holding's possession.
As a result of the merger, a capital increase of TRY 59,972,038.18 nominal value has been made by Sabancı Holding, and the respective shares issued will be allocated to the other shareholders of Exsa except for Sabancı Holding upon completion of the necessary legal procedures before the Capital Markets Board.
In case of a discrepancy between the Turkish and English versions of this public disclosure statement, Turkish version shall prevail.
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