[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
Related Companies
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English
oda_NoncurrentFinancialAssetAcquisitionAbstract|
Noncurrent Financial Asset Acquisition
oda_UpdateAnnouncementFlag|
Update Notification Flag
Evet (Yes)
oda_CorrectionAnnouncementFlag|
Correction Notification Flag
Hayır (No)
oda_DateOfThePreviousNotificationAboutTheSameSubject|
Date Of The Previous Notification About The Same Subject
17.01.2023 - 23.06.2023 - 12.10.2023 - 24.10.2023 - 08.02.2024
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForAcquisition|
Board Decision Date for Acquisition
16/01/2023
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForAcquisition|
Were Majority of Independent Board Members' Approved the Board Decision for Acquisition
Yes
oda_TitleOfNoncurrentFinancialAssetAcquired|
Title of Non-current Financial Asset Acquired
Whirlpool Europe Holding BV, which acquired all of Whirlpool Corporation's major domestic appliance production, sales, and marketing subsidiaries in Europe, and Whirlpool's MENA subsidiaries, Whirlpool DMCC and Whirlpool Maroc SRL.
oda_FieldOfActivityNoncurrentFinancialAssetWhoseSharesWereAcquired|
Field of Activity of Non-current Financial Asset whose Shares were being Acquired
Production, sales, and marketing of MDA6 in Europe, and sales and marketing of MDA6 in the MENA market
oda_CapitalOfNoncurrentFinancialAsset|
Capital of Noncurrent Financial Asset
The capital of Whirlpool Europe Holding BV is 7 Euro, while the capital of Whirlpool DMCC and Whirlpool Maroc SRL is 50,000 AED (United Arab Emirates Dirham) and 71,500,000 MAD (Moroccan Dirham), respectively.
oda_AcquirementWay|
Acquirement Way
Diğer (Other)
oda_DateOnWhichTheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
01/04/2024
oda_AcquisitionConditions|
Acquisition Conditions
Diğer (Other)
oda_DetailedConditionsIfItIsATimedPayment|
Detailed Conditions if it is a Timed Payment
-
oda_NominalValueOfSharesAcquired|
Nominal Value of Shares Acquired
Whirlpool Europe's capital is 7 Euro, Whirlpool DMCC's capital is 50,000 AED, and Whirlpool Maroc SRL's capital is 71,500,000 MAD.
oda_PurchasePricePerShare|
Purchase Price Per Share
-
oda_TotalPurchasingValue|
Total Purchasing Value
In the European region, the Parties have contributed their respective subsidiaries to Beko Europe as in-kind capital based on a mutually agreed ratio of 75%-25%. Additionally, no transaction value has been calculated. For the MENA region acquisition, the anticipated transaction amount of EUR 20 million has been recalculated to EUR 38 million based on current financial information. Both transactions are subject to closing adjustments.
oda_RatioOfNewSharesAcquiredToCapitalOfNoncurrentFinancialAsset|
Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%)
The 100% shares of Whirlpool's subsidiaries operating in the European and MENA regions have been included in the transaction. Following the transaction, Arçelik has become a 75% shareholder in Beko Europe B.V., which owns all acquired Whirlpool Europe subsidiaries, subject to closing adjustments.
oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterTransaction|
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Transaction (%)
The 100% shares of Whirlpool's subsidiaries operating in the European and MENA regions have been included in the transaction. Following the transaction, Arçelik has become a 75% shareholder in Beko Europe B.V., which owns all acquired Whirlpool Europe subsidiaries, subject to closing adjustments.
oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterTransaction|
Total Voting Right Ratio Owned in Non-current Financial Asset After Transaction (%)
The 100% shares of Whirlpool's subsidiaries operating in Europe and the MENA region were subject to the transaction. Following the transaction, Arçelik became a 75% shareholder in Beko Europe B.V., which owns all acquired Whirlpool Europe subsidiaries, subject to closing adjustments.
oda_RatioOfNoncurrentFinancialAssetAcquiredToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%)
In the European region, the Parties contributed their respective subsidiaries to Beko Europe as in-kind capital based on a mutually agreed ratio of 75%-25%. Additionally, since no transaction value was calculated, the relevant ratio was not determined.
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
In the European region, the Parties have contributed their respective subsidiaries to Beko Europe as in-kind capital based on a mutually agreed ratio of 75%-25%. Additionally, since no transaction value was calculated, the relevant ratio was not determined.
oda_EffectsOnCompanyOperations|
Effects on Company Operations
It is expected to contribute to our growth target in the European and MENA regions.
oda_DidTakeoverBidObligationArised|
Did Takeover Bid Obligation Arised?
Hayır (No)
oda_WillExemptionApplicationBeMadeIfTakeoverBidObligationArised|
Will Exemption Application be Made, if Takeover Bid Obligation Arised?
Hayır (No)
oda_TitleNameSurnameOfCounterParty|
Title/ Name-Surname of Counter Party
Whirlpool EMEA Holdings LLC and Whirlpool Corporation
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
Is Counter Party a Related Party According to CMB Regulations?
Hayır (No)
oda_RelationWithCounterPartyIfAny|
Relation with Counter Party if any
-
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
16/01/2023
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
Value Determination Method of Non-current Financial Asset
Negotiation method
oda_DidValuationReportBePrepared|
Did Valuation Report be Prepared?
Düzenlenmedi (Not Prepared)
oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
Reason for not Preparing Valuation Report if it was not Prepared
Not mandatory
oda_DateAndNumberOfValuationReport|
Date and Number of Valuation Report
-
oda_TitleOfValuationCompanyPreparedReport|
Title of Valuation Company Prepared Report
-
oda_ValueDeterminedInValuationReportIfExists|
Value Determined in Valuation Report if Exists
-
oda_ReasonsIfTransactionWasntWillNotBePerformedInAccordanceWithValuationReport|
Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report
-
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|

As stated in the our material disclosure dated 17.01.2023, in line with Arçelik A.Ş.'s (" Arçelik ") growth strategy, for the purpose of consolidating all of Arçelik's and Whirlpool Corporation's (" Whirlpool ") production, sales, and marketing subsidiaries operating in Europe under a structure where Arçelik will control the majority stake, (i) as the transferring party, Arçelik's wholly-owned subsidiary Beko B.V. (formerly known as Ardutch B.V.) (ii) as the guarantor, Arçelik, (iii) as another transferring party, Whirlpool's Whirlpool EMEA Holdings LLC, incorporated in Delaware and owning all of its shares (" Whirlpool EMEA "), (iv) as the guarantor, Whirlpool, and (v) as the acquirer, Beko Europe B.V. (" Beko Europe ") (together, the "Parties") have signed a Contribution Agreement (" Agreement ").

Following the fulfillment of the closing conditions stipulated in the Agreement, on April 1, 2024, the entire share capital of Whirlpool Europe Holding BV ( Whirlpool Europe ), which owns all production, sales, and marketing subsidiaries of Whirlpool Corporation in Europe, was transferred by way of in-kind capital contribution to Beko Europe, where Arçelik's European subsidiaries' shares were transferred, with 75% of Beko Europe's capital allocated to Beko B.V. and 25% to Whirlpool EMEA.

Post-closing, the ultimate partnership structure will be determined based on the closing financial statements to be prepared within a maximum of 90 days, following the finalization of the net indebtedness and net working capital adjustments. The parties will make cash payments to Beko Europe of up to EUR 30 million (if needed) to ensure that the partnership ratio remains the same as determined by the finalized closing financial statements. In the event that there is a need for a payment exceeding the predetermined amount to maintain the partnership ratio, the parties have the right to make such payment or accept a new partnership ratio.

The consolidated net revenue for Arçelik's subsidiaries subject to the transaction at the end of 2023 is approximately EUR 2.4 billion, while the consolidated net revenue for Whirlpool's European subsidiaries subject to the transaction at the end of 2023 is approximately EUR 3 billion, based on unconfirmed financial information.

Additionally, as stated in the disclosures dated 17.01.2023 and 23.06.2023, all shares of two subsidiaries of Whirlpool Corporation, namely Whirlpool MEEA DMCC and Whirlpool Maroc S.a r.l., operating in the Middle East and North Africa (" MENA ") market in the United Arab Emirates and Morocco, respectively, along with Whirlpool's activities in the MENA region, were acquired by Beko B.V. on April 1, 2024, following the closing procedures outlined in the MENA Share Purchase Agreement.

The transaction amount, which was estimated at EUR 20 million subject to adjustments for net indebtedness and net working capital based on the closing financial statements, has been calculated as EUR 38 million, taking into account the impact of the current financial information on the net cash position, and was paid to Whirlpool EMEA on April 1, 2024. This amount will also be subject to further adjustments based on the finalized closing financial statements. The estimated consolidated net revenue of the Whirlpool subsidiaries acquired in the MENA transaction for the year 2023 is approximately EUR 121 million.

Furthermore, as of April 1, 2024, in compliance with the principles stated in the material disclosure dated January 17, 2023, Contribution Agreement, Brand License Agreements, and other agreements regarding operations and supply have been signed between the parties.


This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.