Hepsiburada Announces the Closing of the Change of Control Transaction between Joint Stock Company Kaspi.kz and the Founder of Hepsiburada and Other Affiliates

Rhea-AI Summary

Hepsiburada (NASDAQ: HEPS) has announced the closing of a significant ownership change transaction on January 29, 2025. Joint Stock Company Kaspi.kz has acquired a controlling 65.41% stake in Hepsiburada from the company's founder and other affiliates for approximately $1.127 billion.

The transaction structure includes an immediate $600 million cash payment and a deferred payment of $526.9 million to be completed within six months of closing. As collateral for the deferred payment, Kaspi.kz has pledged 65,199,658 Class B shares of Hepsiburada. The deal transfers all outstanding Class A and Class B shares held by the selling group, making Kaspi.kz the new controlling shareholder of Hepsiburada.

Positive

• Significant cash injection with $600 million immediate payment
• Total transaction value of $1.127 billion demonstrates strong company valuation
• Secured deferred payment structure with share collateral protection

Negative

• Significant ownership concentration with 65.41% controlled by single entity
• $526.9 million payment remains outstanding for up to 6 months

Insights

M&A Financial Analyst

This transformative acquisition represents a pivotal moment in the Turkish e-commerce sector, with Kaspi.kz's 1.127 billion takeover of Hepsiburada signaling a major shift in regional digital commerce dynamics. The deal structure is particularly noteworthy:

The split payment arrangement (600 million upfront and 526.9 million deferred) with share-based collateral demonstrates sophisticated financial engineering that protects both parties' interests. The pledge of 65,199,658 Class B shares as collateral for the deferred payment creates a self-enforcing mechanism that aligns with the transaction's value proposition.

This acquisition holds strategic significance beyond its immediate financial implications:

• For Kaspi.kz, it represents an aggressive expansion beyond its Kazakhstan base into Turkey's larger market, potentially creating a super-app ecosystem spanning multiple markets
• For Hepsiburada, the backing of a technologically advanced fintech player could accelerate its competitive positioning against regional rivals
• The 65.41% controlling stake ensures Kaspi.kz can implement its strategic vision while maintaining the operational benefits of public market listing

The transaction's structure and size suggest potential plans for significant operational integration and platform synergies, particularly in payments and financial services where Kaspi.kz has demonstrated expertise. This could reshape competitive dynamics in Turkish e-commerce and create a more robust regional player.

ISTANBUL, Jan. 29, 2025 (GLOBE NEWSWIRE) -- D-MARKET Electronic Services & Trading (d/b/a “Hepsiburada”) (NASDAQ: HEPS), announces the closing (the “Closing”), on January 29, 2025 (the “Closing Date”), of the previously disclosed transaction between Joint Stock Company Kaspi.kz, a joint stock company incorporated under the laws of Kazakhstan (the “Buyer”), and 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 Stock Purchase Agreement (the “Agreement”) entered into on October 17, 2024 by and among the Buyer and the Sellers.

In accordance with the terms of the Agreement, the Buyer has purchased from the Sellers all of the outstanding Class A shares and Class B shares of the Company held by the Sellers (the “Shares”), representing 65.41% of the total outstanding shares of Hepsiburada. The Buyer purchased the Shares for a total consideration of approximately $1,127 million, of which $600 million was paid in cash to the Sellers on the Closing Date, and $526.9 million of Deferred Cash Consideration (as defined in the Agreement) will be paid to the Sellers in cash no later than six months after the Closing Date. As collateral with respect to the Deferred Cash Consideration, the Buyer has pledged 65,199,658 Class B shares of Hepsiburada in favor of the Sellers. As of the Closing, the Buyer has become the new controlling shareholder of Hepsiburada.

About Hepsiburada

Hepsiburada is a leading e-commerce technology platform in Türkiye, operating through a hybrid model that combines first-party direct sales (1P) and a third-party marketplace (3P) with approximately 100 thousand merchants.

With its vision of leading the digitalization of commerce, Hepsiburada serves as a reliable, innovative and purpose-driven companion in consumers’ daily lives. Hepsiburada’s e-commerce platform offers a broad ecosystem of capabilities for merchants and consumers including last-mile delivery, fulfillment services, advertising solutions, cross-border sales, payment services and affordability solutions. Hepsiburada’s integrated fintech platform, Hepsipay, provides secure payment solutions, including digital wallets, general-purpose loans, buy now pay later (BNPL) and one-click checkout, enhancing shopping convenience for consumers across online and offline while driving higher sales conversions for merchants.

Since its founding in 2000, Hepsiburada has been purpose-driven, leveraging its digital capabilities to empower women in the Turkish economy. In 2017, Hepsiburada launched the ‘Technology Empowerment for Women Entrepreneurs’ program, which has supported nearly 57.5 thousand female entrepreneurs across Türkiye in reaching millions of customers.

Investor Relations Contact
ir@hepsiburada.com

Media Contact
corporatecommunications@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. These forward-looking statements are based on management’s current expectations. However, 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.

FAQ

What is the total value of Kaspi.kz's acquisition of Hepsiburada (HEPS)?

The total acquisition value is approximately $1.127 billion, consisting of a $600 million immediate cash payment and $526.9 million in deferred consideration.

What percentage stake in Hepsiburada (HEPS) did Kaspi.kz acquire?

Kaspi.kz acquired a 65.41% controlling stake in Hepsiburada, purchasing both Class A and Class B shares from the founder and other affiliates.

How is the deferred payment in the HEPS acquisition structured?

The $526.9 million deferred payment must be paid within six months of the closing date (January 29, 2025), secured by 65,199,658 pledged Class B shares as collateral.

When did the Kaspi.kz acquisition of Hepsiburada (HEPS) close?

The transaction closed on January 29, 2025, following the initial agreement signed on October 17, 2024.