Date and time of publication on KAP: 13.03.2026 08:47:53 https://www.kap.org.tr/en/Bildirim/1572139
KAMUYU AYDINLATMA PLATFORMU
FORD OTOMOTİV SANAYİ A.Ş.
Non-current Financial Asset Acquisition
Summary
Purchase of Koç Finansman A.Ş. Shares
Noncurrent Financial Asset Acquisition
Related Companies [KCHOL, ARCLK, KOCFN]
Related Funds []
Noncurrent Financial Asset Acquisition | |
Update Notification Flag | Hayır (No) |
Correction Notification Flag | Hayır (No) |
Date Of The Previous Notification About The Same Subject | - |
Postponed Notification Flag | Hayır (No) |
Announcement Content | |
Board Decision Date for Acquisition | 13/03/2026 |
Were Majority of Independent Board Members' Approved the Board Decision for Acquisition | Yes |
Title of Non-current Financial Asset Acquired | Koç Finansman A.Ş. |
Field of Activity of Non-current Financial Asset whose Shares were being Acquired | Financing Company |
Capital of Noncurrent Financial Asset | 100.000.000 TL |
Acquirement Way | Satın Alma (Purchase) |
Date on which the Transaction was/will be Completed | Share Purchase Agreement will terminate in case the conditions precedents cannot be satisfied within 4 months starting from the signing date (to be extended for an additional 3 months if the Banking Regulation and Supervision Agency and the Competition Authority approvals cannot be obtained within this period) and the parties do not extend this period. |
Acquisition Conditions | Peşin (Cash) |
Detailed Conditions if it is a Timed Payment | - |
Nominal Value of Shares Acquired | Shares with a total nominal value of TL 100,000,000 consisting of Koç Holding A.Ş. shares with a total nominal value of TL 50,000,000; Arçelik A.Ş. shares with a total nominal value of 47,000,000; Zer Merkezi Hizmetler ve Ticaret A.Ş. shares with a total nominal value of 2,999,990 and Koç Yapı Malzemeleri Ticaret A.Ş. shares with a total nominal value of TL 100. |
Purchase Price Per Share | Calculated approximately as USD 1.4, subject to the closing adjustments set out under the Share Purchase Agreement |
Total Purchasing Value | USD 137,000,000, subject to closing adjustments |
Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%) | 100% |
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Transaction (%) | 100% |
Total Voting Right Ratio Owned in Non-current Financial Asset After Transaction (%) | 100% |
Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%) | 1.3% |
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%) | 0.7% |
Effects on Company Operations | Through this acquisition, it is aimed to manage financing activities more effectively, support sales processes, and enhance the financing solutions offered to customers. |
Did Takeover Bid Obligation Arised? | Hayır (No) |
Will Exemption Application be Made, if Takeover Bid Obligation Arised? | Hayır (No) |
Title/ Name-Surname of Counter Party | Koç Holding A.Ş., Arçelik A.Ş., Zer Merkezi Hizmetler ve Ticaret A.Ş., Koç Yapı Malzemeleri Ticaret A.Ş |
Is Counter Party a Related Party According to CMB Regulations? | Evet (Yes) |
Relation with Counter Party if any | Koç Holding is one of the major shareholders of Ford Otosan. Arçelik A.Ş., Zer Merkezi Hizmetler ve Ticaret A.Ş., and Koç Yapı Malzemeleri Ticaret A.Ş. are subsidiaries of Koç Holding. |
Agreement Signing Date if Exists | 13/03/2026 |
Value Determination Method of Non-current Financial Asset | Determined based on the value appraised in the valuation report prepared by DRT Kurumsal Finans Danışmanlık Hizmetleri A.Ş |
Did Valuation Report be Prepared? | Düzenlendi (Prepared) |
Reason for not Preparing Valuation Report if it was not Prepared | - |
Date and Number of Valuation Report | 06/03/2026 - DRT-Rapor/2026-0301 |
Title of Valuation Company Prepared Report | DRT Kurumsal Finans Danışmanlık Hizmetleri A.Ş. |
Value Determined in Valuation Report if Exists | 5.7 billion TL - 6.9 billion TL (131 million USD - 157 million USD) for 100% of Koç Finansman A.Ş. shares |
Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report | - |
Explanations |
A Share Purchase Agreement has been executed by our Company for the acquisition of all shares representing the capital of Koç Finansman A.Ş., in which Koç Holding A.Ş. holds 50%, Arçelik A.Ş. holds 47% and other Koç Group companies hold 3% of the share capital.
Through this transaction, the Company aims to manage its financing activities more effectively, support its sales processes and enhance customer experience. Furthermore, by offering credit and financing solutions under a single structure, the Company aims to enhance operational efficiency and further develop the financing services offered to customers.
Pursuant to the Share Purchase Agreement, all shares representing the capital of Koç Finansman A.Ş. will be acquired by our Company for a total consideration of USD 137,000,000, determined based on the company value assessed in the
valuation report prepared by DRT Kurumsal Finans Danışmanlık Hizmetleri A.Ş., to be paid in cash on the share transfer date and subject to the closing adjustment provisions set out in the agreement.
The transaction is subject to certain closing conditions, including but not limited to, obtaining approvals from the Banking Regulation and Supervision Agency and the Competition Authority.
Material developments regarding the matter will be disclosed to the public.
This statement has been translated into English and simultaneously announced for informational purposes. In the event of any discrepancy between the Turkish and the English versions, the Turkish version shall prevail.
We proclaim that our above disclosure is in conformity with the principles set down in "Material Events Communiqué" of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we're personally liable for the disclosures.