Hepsiburada announces founder and other affiliates’ entry into an agreement with Joint Stock Company Kaspi.kz to sell all their Class A shares and Class B shares
October 18 2024 - 10:00AM
D-MARKET Electronic Services & Trading (d/b/a “Hepsiburada”)
(NASDAQ: HEPS), refers to the Form 6-K filed by Joint Stock Company
Kaspi.kz, a joint stock company incorporated under the laws of
Kazakhstan (the “Buyer”) on October 18, 2024 (the “Form 6-K”)
regarding the entry on October 17, 2024 (the “Signing Date”) by the
Buyer into a Stock Purchase Agreement (the “Agreement”) with the
selling stockholders of Hepsiburada identified therein, being
Hanzade Vasfiye Doğan Boyner, Hepsiburada’s founder, Vuslat Doğan
Sabancı, Yaşar Begümhan Doğan Faralyalı, Arzuhan Doğan Yalçındağ
and Işıl Doğan (collectively, the “Sellers”). Pursuant to the terms
of the Agreement, subject to, among other conditions, the receipt
of certain regulatory approvals, the Buyer will purchase from the
Sellers all of the outstanding Class A shares and Class B shares of
the Company held by the Sellers as of the Signing Date.
Neither Hepsiburada nor Hepsiburada’s
shareholder TurkCommerce B.V. is a party to the Agreement. As a
result of the transaction, and subject to the fulfillment of the
conditions set out in the Agreement, a change of control of
Hepsiburada is expected to occur. It is Hepsiburada’s current
understanding that the Agreement does not contemplate a tender
offer for the shares of minority stockholders in connection with
the transaction. Hepsiburada expects that it will continue to do
business under the Hepsiburada brand. Hepsiburada directs investors
to the Form 6-K for further information.
About Hepsiburada
Hepsiburada is a leading e-commerce technology
platform in Türkiye, connecting over 66 million members with over
264 million stock keeping units across over 30 product categories.
Hepsiburada provides goods and services through its hybrid model
combining first-party direct sales (1P model) and a third-party
marketplace (3P model) with approximately 101 thousand
merchants.
With its vision of leading the digitalization of
commerce, Hepsiburada acts as a reliable, innovative and
purpose-led companion in consumers’ daily lives. Hepsiburada’s
e-commerce platform provides a broad ecosystem of capabilities for
merchants and consumers including: last-mile delivery and
fulfilment services, advertising services, on-demand grocery
delivery services, and payment solutions offered through Hepsipay,
Hepsiburada’s payment companion and BNPL solutions provider.
HepsiGlobal offers a selection from international merchants through
its inbound arm while outbound operations aim to enable merchants
in Türkiye to make cross-border sales.
Since its founding in 2000, Hepsiburada has been
purpose-led, leveraging its digital capabilities to develop the
role of women in the Turkish economy. Hepsiburada started the
‘Technology Empowerment for Women Entrepreneurs’ programme in 2017,
which has supported approximately 55 thousand female entrepreneurs
throughout Türkiye to reach millions of customers with their
products.
Investor Relations
Contactir@hepsiburada.com
Media
Contactcorporatecommunications@hepsiburada.com
Forward-Looking Statements
This press release includes forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended and the Safe Harbor provisions of the US Private
Securities Litigation Reform Act of 1995, and encompasses all
statements, other than statements of historical fact contained in
this press release. These forward-looking statements can be
identified by terminology such as “may,” “could,” “will,”
“expects,” “anticipates,” “aims,” “future,” “intends,” “plans,”
“believes,” “estimates,” “targets,” “likely to”, “understands” and
similar statements. It is not possible for our management to
predict all risks, nor can we assess the impact of all factors on
our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those
contained in any forward-looking statements we may make. These
statements are neither promises nor guarantees but involve known
and unknown risks, uncertainties and other important factors and
circumstances that may cause Hepsiburada’s actual results,
performance or achievements to be materially different from its
expectations expressed or implied by the forward-looking
statements, including conditions in the U.S. capital markets,
negative global economic conditions, potential negative
developments resulting from epidemics or natural disasters, other
negative developments in Hepsiburada’s business or unfavorable
legislative or regulatory developments. We caution you therefore
against relying on these forward-looking statements, and we qualify
all of our forward-looking statements by these cautionary
statements. For a discussion of additional factors that may affect
the outcome of such forward-looking statements, see our 2023 annual
report filed with the SEC on Form 20-F on April 30, 2024
(Commission File Number: 001-40553), and in particular the “Risk
Factors” section, as well as the other documents filed with or
furnished to the SEC by Hepsiburada from time to time. Copies of
these filings are available online from the SEC at www.sec.gov, or
on the SEC Filings section of our Investor Relations website at
https://investors.hepsiburada.com. These and other important
factors could cause actual results to differ materially from those
indicated by the forward-looking statements made in this press
release. Any such forward-looking statements represent management’s
estimates as of the date of this press release. These forward
looking statements should not be relied upon as representing
Hepsiburada’s views as of any date subsequent to the date of this
press release. All forward-looking statements in this press release
are based on information currently available to Hepsiburada, and
Hepsiburada and its authorized representatives assume no obligation
to update these forward-looking statements in light of new
information or future events. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
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