[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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English
oda_NoncurrentAssetSaleAbstract|
Non-Current Asset Sale
oda_UpdateAnnouncementFlag|
Update Notification Flag
Hayır (No)
oda_CorrectionAnnouncementFlag|
Correction Notification Flag
Hayır (No)
oda_DateOfThePreviousNotificationAboutTheSameSubject|
Date Of The Previous Notification About The Same Subject
25.01.2016
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_NatureOfNonCurrentAssetSold|
Nature of Non Current Asset Sold
Products, Marketing Authorizations of Products, Contracts, Fixed Assets, Inventory, Operational Know-How and Employees in relation to the hospital products business
oda_LocationAndAreaOfNoncurrentAssetSold|
Location and Area of Non-current Asset Sold
-
oda_BoardDecisionDateForSale|
Board Decision Date for Sale
05/02/2021
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForSale|
Were Majority of Independent Board Members' Approved the Board Decision for Sale?
Our subsidiary is not publicly traded, therefore, it does not have any independent Board members
oda_TotalSalesValue|http://www.xbrl.org/2003/role/verboseLabel
Total Sales Value
1) In return for all Assets other than Inventory and Fixed Assets USD 3,700,000 + VAT (*) 2) In return for the Inventory, ?full landed cost + 5 % transfer fee + VAT? In return for the Fixed Assets, ?net book value + 5% transfer fee + VAT, the value (of both) to be determined through counting immediately prior to the transfer date. 3) A one-time performance fee based on the net revenue of the relevant business to be generated in 2021 capped at USD 550,000.
oda_RatioOfTransactionAmountToValueOfCompanyBasedOnTheMathematicalWeightedAverageOnADailyBasisSixMonthsPriorToDateOfBoardDecision|
Ratio of Transaction Amount to Value of Company Based on the Mathematical Weighted Average on a Daily Basis, Six Months Prior to Date of Board Decision (%)
0.55 (*)
oda_RatioOfSalesPriceToPaidInCapitalOfCompany|
Ratio of Sales Price to Paid-in Capital of Company (%)
3.85 (*)
oda_RatioOfSalesValueToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Sales Value to Total Assets in Latest Disclosed Financial Statements of Company (%)
0.51 (*)
oda_RatioOfSalesValueToTotalNetNoncurrentAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Sales Value to Total Net Non-current Assets in Latest Disclosed Financial Statements of Company (%)
144.98 (*) (**)
oda_RatioOfValueOfNoncurrentAssetToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Value of Non-current Asset to Total Assets in Latest Disclosed Financial Statements of Company (%)
0.87 (*)
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
3.01 (*)
oda_SalesConditions|
Sales Conditions
Vadeli (Timed)
oda_DateOnWhichRheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
01.05.2021
oda_AimOfSaleAndEffectsOnCompanyOperations|
Aim of Sale and Effects on Company Operations
The developments in the health sector and expectations in terms of its evolvement, short term impacts of the Covid-19 pandemic and local competition conditions were taken into consideration. The transfer decision will not have a significant impact on our operations.
oda_ProfitLossArisedAfterSaleOfNoncurrentAsset|
Profit / Loss Arised After Sale of Non-Current Asset
As a result of our subsidiary?s transfer decision, the profit/loss according to the TFRS (Turkish Financial Reporting Standards) will be finalized with the calculations to be made as per the financial statements to be prepared as of the transfer date.
oda_HowWillSalesProfitBeUsedIfExists|
How will Sales Profit be Used if Exists?
-
oda_BoardDecisionDateForUseOfSalesProfitIfExists|
Board Decision Date for Use of Sales Profit if Exists
-
oda_CounterParty|
Counter Party
Baxter Turkey Renal Hizmetler A.Ş.
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
Is Counter Party a Related Party According to CMB Regulations?
Hayır (No)
oda_NatureofRelationWithCounterParty|
Nature of Relation with Counter Party
-
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
05/02/2021
oda_ExercisePriceOfRetirementRightRelatingToSignificantTransaction|
Exercise Price of Retirement Right Relating to Significant Transaction
Does not satisfy the criteria of a significant transaction.
oda_ValueDeterminationMethodOfNoncurrentAsset|
Value Determination Method of Non-Current Asset
Determined by the Parties through negotiation.
oda_DidValuationReportBePrepared|
Did Valuation Report be Prepared?
Düzenlenmedi (Not Prepared)
oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
Reason for not Preparing Valuation Report if it was not Prepared
Not prepared, as the value was determined through negotiation
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|

(*) The transfer value used in the ratio calculations in the amount of USD 3,700,000 has been converted to TL by using the currency announced by the Central Bank on this date (i.e. 7.1324), the ratio will be recalculated on the transfer date once the value to be determined though counting becomes final.

(**) In terms of the Assets other than Inventory and Fixed Assets (Products, Marketing Authorizations regarding Products, Contracts, Operational Know-How and Domain Names), as these assets are "Intangible Assets" the account item "Net Value of Intangible Assets" indicated our Company's financial statements dated 30.9.2020, which have already been disclosed to the public, has been used for the calculation of the relevant ratio.

In our public disclosure dated 25 January 2016, we have announced in brief the decision that the hospital products business carried out by Baxter Hastane Ürünleri Sanayi ve Ticaret A.Ş. be terminated and as such, certain assets relating to the hospital products business be transferred to our subsidiary EİP Eczacıbaşı İlaç Pazarlama A.Ş. ("EİP") and a distribution agreement be signed between EİP and the Baxter group for the distribution of the hospital products by EİP.

In the Board of Directors of our subsidiary, EİP, convened today, the following was decided;

The exclusivity of the distribution Agreement signed with Baxter group on 2016 has ended on 2021 and Baxter Group has conveyed its intention to handle the relevant business internally. In light of the recent developments, especially in terms of the Covid-19 pandemic and our expectations of the sectors evolvement, Baxter's intention and other strategic options have been analysed and, as a result of which, it was decided that an Asset Sale and Purchase Agreement be signed between EİP and Baxter Turkey Renal Hizmetler A.Ş. ("Baxter Türkiye") in relation to the termination of EİP's distribution of hospital products business and transfer of assets in relation to the hospital products to Baxter Türkiye.

As per the relevant Asset Sale and Purchase Agreement Baxter Türkiye shall pay to EİP:

- In return for the assets other than inventory and fixed assets in relation to the hospital products business: USD 3.7 million + VAT on the 3rd of May which is the business day immediately following the 1st of May, defined as the transfer date ("Transfer Date"),

- In return for the inventory and fixed assets in relation to the hospital products business: the amount to be determined in TL by way of counting immediately prior to the Transfer Date and to be converted to USD based on the Central Bank's USD/TL currency rate applicable on the counting date, within 180 days following the transfer date,

- An additional amount related to the performance, based on the net sales generated by the relevant business in the year 2021 to be capped at USD 550,000, until 31 January 2022.

Contracts of the employees employed within the business subject to transfer will also be transferred to Baxter Türkiye together with their rights and obligations effective as of the Transfer Date.

An application shall be made to the Competition Authority for its approval to the transfer transaction and all issues that become final during the process will be shared with the public accordingly.

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.