[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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English
oda_NoncurrentFinancialAssetAcquisitionAbstract|
Noncurrent Financial Asset Acquisition
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
-
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Evet (Yes)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForAcquisition|
Board Decision Date for Acquisition
28/06/2022
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForAcquisition|
Were Majority of Independent Board Members' Approved the Board Decision for Acquisition
Yes
oda_TitleOfNoncurrentFinancialAssetAcquired|
Title of Non-current Financial Asset Acquired
Gensenta İlaç Sanayi ve Ticaret Anonim Şirketi
oda_FieldOfActivityNoncurrentFinancialAssetWhoseSharesWereAcquired|
Field of Activity of Non-current Financial Asset whose Shares were being Acquired
Manufacturing, selling and marketing of generic pharmaceuticals, biosimilar products, and active pharmaceutical ingredients
oda_CapitalOfNoncurrentFinancialAsset|
Capital of Noncurrent Financial Asset
TL 577,195,812.59
oda_AcquirementWay|
Acquirement Way
Satın Alma (Purchase)
oda_DateOnWhichTheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
Following the receipt of the necessary regulatory approvals and fulfilling the terms of the agreement
oda_AcquisitionConditions|
Acquisition Conditions
Peşin (Cash)
oda_DetailedConditionsIfItIsATimedPayment|
Detailed Conditions if it is a Timed Payment
-
oda_NominalValueOfSharesAcquired|
Nominal Value of Shares Acquired
TL 576,959,157.46 ( A total of 57,695,915,746 shares with a nominal value of 1 kurus each)
oda_PurchasePricePerShare|
Purchase Price Per Share
Turkish Liras equivalent to US $0.00234(*)
oda_TotalPurchasingValue|
Total Purchasing Value
Turkish Liras equivalent to US $135,000,000(*)
oda_RatioOfNewSharesAcquiredToCapitalOfNoncurrentFinancialAsset|
Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%)
99.96%
oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterTransaction|
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Transaction (%)
99.96%
oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterTransaction|
Total Voting Right Ratio Owned in Non-current Financial Asset After Transaction (%)
99.96%
oda_RatioOfNoncurrentFinancialAssetAcquiredToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%)
26.32% (calculated according to the CBRT buying rates on 28.06.2022.)
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
203.31% (calculated according to the CBRT buying rates on 28.06.2022.)
oda_EffectsOnCompanyOperations|
Effects on Company Operations
Our company will acquire Gensenta's production and R&D competency, its customer portfolio in Turkey and abroad, and a wide array of products that include many pharmaceuticals with well-known brands.
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
Amgen İlaç Ticaret Limited Şirketi
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
28/06/2022
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
Value Determination Method of Non-current Financial Asset
Based on negotiations
oda_DidValuationReportBePrepared|
Did Valuation Report be Prepared?
Düzenlenmedi (Not Prepared)
oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
Reason for not Preparing Valuation Report if it was not Prepared
There is no legal obligation and a negotiations method has been used.
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|
On 28 June 2022, our company signed a Share Purchase Agreement ("Agreement") with Amgen İlaç Ticaret Limited Şirketi ("Amgen") to purchase a 99.96 percent stake in Gensenta İlaç Sanayi ve Ticaret A.Ş. ("Gensenta") for Turkish Liras(*) equivalent to US $135,000,000.(**)
The share transfer is subject to receipt of the required approvals, including the approval of the Competition Authority, and the fulfillment of other conditions in the Agreement. The full amount of the purchase price will be paid to Amgen with the conclusion of the share transfer.
Founded as a laboratory in 1923 and incorporated as a company in 1957, Mustafa Nevzat İlaç Sanayii A.Ş., which is called Gensenta today, became one of Turkey's oldest and most established pharmaceutical firms. In 2012, it was acquired by Amgen, and in 2020 it was renamed Gensenta. With its team of about 800 employees and modern facilities equipped with world-class production technology, Gensenta is an important Turkish producer of generic pharmaceuticals, biosimilar products, and active pharmaceutical ingredients.
With this transaction, our company will acquire Gensenta's production and R&D competency, its customer portfolio in Turkey and abroad, and a wide array of products that include many pharmaceuticals with well-known brands.

(*) It will be calculated according to the average of the CBRT buying and selling rates announced on the day before the payment date.
(**)The disclosure to the public of the negotiation process regarding the said purchase has been postponed by the resolution of the Board of Directors dated 14.06.2022 until the date of signing the share purchase agreement within the scope of Article 6 of the CMB's Communiqué on Material Events Disclosure No. II-15.1in order to prevent the investors from being misled by being informed fully, accurately, and completely, to protect the legal interests of our Company considering the fact that a disclosure to be made at this point may have a negative impact on our bargaining and competitive power, since the fact whether the transaction will be carried out or not and the terms of the agreement have not been finalized as well as that it may affect the share prices and value of our Company, and that the different estimations, interpretations, and evaluations regarding the transaction conditions may cause speculative movements in the shares and thereby may harm the interests of the investors.

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.