Koç Holding announces 'Tat Gıda' sale

In a statement sent by Koç Holding AŞ to the Public Disclosure Platform (KAP), it was stated: "As a result of the evaluation of the binding offers mentioned in our special case disclosure dated November 6, 2023, within the scope of the sale process of Tat Gıda Sanayi AŞ shares, a Share Purchase Agreement has been signed for the sale of shares held by our company, Koç Group companies including Arçelik and Aygaz, members of the Koç family, and foundations associated with the Koç Group, corresponding to a total of 49.04 percent of the capital of Tat Gıda Sanayi AŞ, as well as 15 founder's dividend shares, to Memişoğlu Tarım Ürünleri Ticaret Limited Şirketi."

The statement indicated that, in accordance with the agreement, the shares held in Tat Gıda, which correspond to 43.65 percent of Tat Gıda's capital with a total nominal value of 59 million 364 thousand 947.16 TL, will be sold to Memişoğlu for 72 million 23 thousand 649.13 dollars, with the price to be collected in cash on the date the share transfer transactions are completed, and subject to adjustment based on the net debt and net working capital amounts in the audited financial statements prepared as of the closing date.

The statement further noted that the transfer price for all of the Tat Gıda shares subject to the transfer, totaling 49.04 percent, has been determined as 80 million 915 thousand 335.72 dollars, subject to closing adjustments, and added the following:

"The 6 founder's dividend shares we hold in Tat Gıda will be sold to Memişoğlu for a total price of 1 million 500 thousand dollars, to be collected in cash on the Closing Date. The price for the total of 15 dividend shares subject to the transfer has been determined as 3 million 750 thousand dollars. Prior to the transfer, shares with a total nominal value of 449 thousand 999.32 TL, corresponding to 7.5 percent of the capital of Ram Dış Ticaret AŞ owned by Tat Gıda, and shares with a total nominal value of 64 thousand 797.70 TL, corresponding to 1.1 percent of the capital of Düzey Tüketim Malları Sanayi Pazarlama ve Ticaret AŞ, will be purchased by Koç Holding. The transfer transactions will be subject to certain closing conditions, primarily obtaining permission from the Competition Authority and the completion of the transfer of the aforementioned Tat Gıda subsidiaries. The transactions are expected to be completed within 3 months from the signing of the Share Purchase Agreement, and the parties have the right to extend this period by 60 days.

Additionally, an option agreement has been signed between our company's ultimate parent company, Temel Ticaret ve Yatırım AŞ, and Memişoğlu regarding the right to sell all or a portion of the shares corresponding to 3.26 percent of Tat Gıda's capital owned by Temel Ticaret to Memişoğlu for a period of 6 months, starting from the end of the 6-month period following the Closing Date. Important developments regarding the matter will be disclosed to the public."