[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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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
28.06.2022, 13.10.2022
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
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
02.11.2022
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
TL 0.04355
oda_TotalPurchasingValue|
Total Purchasing Value
TL 2,512,667,250 (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 (%)
28.71%
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
227.70%
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|

In the statement we made on 28 June 2022, it was announced in summary that a Share Purchase Agreement ("Agreement") dated 28 June 2022 has been signed between our company and Amgen İlaç Ticaret Limited Şirketi ("Amgen") for the acquisition from Amgen of the shares representing 99.96% of the share capital of Gensenta İlaç Sanayi ve Ticaret A.Ş.  ("Gensenta") for a consideration in Turkish Lira corresponding to USD 135,000,000. In the statement we made on 13 October 2022, it was announced that the approval of the Competition Board was obtained regarding the transfer of shares, and that a separate disclosure would be made to the public when the closing conditions determined in the Agreement and the share transfer were completed.

Closing procedures were completed today (2 November 2022) and the share transfer fee of TL 2,512,667,250 was paid to Amgen (*).

With the completion of the share transfer process, strategic studies will be initiated to create a model for the integration of Gensenta's production and R&D competence into our healthcare group by using it in the most efficient way that will increase synergy within our healthcare group.

(*) The share transfer fee is calculated according to the average of the CBRT buying and selling rates announced the day before the payment date, a bank loan of Euro equivalent of USD 85,000,000, 1 year without principal repayment, with a total maturity of 5 years, was obtained on 1 November 2022 to be used in the financing of the purchase.


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.