Hepsiburada Announces the Purchase of 4,615,384 Class B Ordinary Shares of the Company from TurkCommerce
28 September 2023 - 11:00PM
D-MARKET Electronic Services & Trading (d/b/a “Hepsiburada”)
(NASDAQ: HEPS), a leading Turkish e-commerce platform (referred to
herein as “Hepsiburada” or the “Company”), today announced that the
Company has signed a contribution agreement (the “Contribution
Agreement”) with TurkCommerce B.V. (“TurkCommerce”) pursuant to
which the Company has agreed to purchase 4,615,384 Class B ordinary
shares of the Company from TurkCommerce against payment of USD
5,732,306.93 (the “Share Purchase Price”), corresponding to a
purchase price per share of USD 1.242 (the “Transaction”).
The price per share represents a discount of 10%
over the official closing price on Nasdaq of one Hepsiburada
American Depositary Share (“ADS”) on September 27, 2023 (and a
discount of approximately 14% over the volume weighted average
price (“VWAP”) of Hepsiburada ADSs during the thirty day period
immediately preceding September 27, 2023 and a discount of
approximately 20% over the VWAP of Hepsiburada ADSs during the
sixty day period immediately preceding September 27, 2023).
The Share Purchase Price will be paid by way of
a combination of (i) off-setting the USD 3,975,000 settlement
contribution amount (the “Contribution Amount”) owed by
TurkCommerce to Hepsiburada under the term sheet entered into
between the parties in December 2022 pursuant to which TurkCommerce
agreed to contribute the Contribution Amount towards the settlement
of the two class action lawsuits filed before the Supreme Court of
the State of New York, County of New York and the United States
District Court, Southern District of New York, respectively (as
disclosed in in greater detail in our annual report on Form 20-F
for the fiscal year ended December 31, 2022 filed on May 1, 2023),
and (ii) a USD 1,757,306.93 cash payment on the date of closing of
the Transaction.
The closing of the Transaction is expected to
occur on or around October 12, 2023. The Company is expected to use
the Class B ordinary shares purchased in this Transaction for the
purpose of delivering Class B ordinary shares under the Company’s
Revised Incentive Plan adopted by the Board of Directors on April
24, 2023.
Forward-Looking Statements
This press release includes forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended and the Safe Harbor provisions of the US Private
Securities Litigation Reform Act of 1995, and encompasses all
statements, other than statements of historical fact contained in
this press release, and include but are not limited to statements
regarding the Transaction. These forward-looking statements can be
identified by terminology such as “may,” “could,” “will,”
“expects,” “anticipates,” “aims,” “future,” “intends,” “plans,”
“believes,” “estimates,” “targets,” “likely to” and similar
statements.
These forward-looking statements are based on
management’s current expectations. However, it is not possible for
our management to predict all risks, nor can we assess the impact
of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make. These statements are neither promises nor guarantees
but involve known and unknown risks, uncertainties and other
important factors and circumstances that may cause Hepsiburada’s
actual results, performance or achievements to be materially
different from its expectations expressed or implied by the
forward-looking statements, including conditions in the U.S.
capital markets, negative global economic conditions, potential
negative developments resulting from epidemics or natural
disasters, other negative developments in Hepsiburada’s business or
unfavorable legislative or regulatory developments. We caution you
therefore against relying on these forward-looking statements, and
we qualify all of our forward-looking statements by these
cautionary statements. For a discussion of additional factors that
may affect the outcome of such forward-looking statements, see our
2022 annual report filed with the SEC on Form 20-F on May 1, 2023
(Commission File Number: 001-40553), and in particular the “Risk
Factors” section, as well as the other documents filed with or
furnished to the SEC by Hepsiburada from time to time. Copies of
these filings are available online from the SEC at www.sec.gov, or
on the SEC Filings section of our Investor Relations website at
https://investors.hepsiburada.com. These and other important
factors could cause actual results to differ materially from those
indicated by the forward-looking statements made in this press
release. Any such forward-looking statements represent management’s
estimates as of the date of this press release. These
forward-looking statements should not be relied upon as
representing Hepsiburada’s views as of any date subsequent to the
date of this press release. All forward-looking statements in this
press release are based on information currently available to
Hepsiburada, and Hepsiburada and its authorized representatives
assume no obligation to update these forward-looking statements in
light of new information or future events. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
About Hepsiburada
Hepsiburada is a leading e-commerce technology
platform in Türkiye, connecting over 59 million members with
approximately 195 million stock keeping units across over 30
product categories. Hepsiburada provides goods and services through
its hybrid model combining first-party direct sales (1P model) and
a third-party marketplace (3P model) with 101,300 merchants.
With its vision of leading the digitalization of
commerce, Hepsiburada acts as a reliable, innovative and
purpose-led companion in consumers’ daily lives. Hepsiburada’s
e-commerce platform provides a broad ecosystem of capabilities for
merchants and consumers including: last-mile delivery and
fulfilment services, advertising services, on-demand grocery
delivery services, and payment solutions offered through Hepsipay,
Hepsiburada’s payment companion and BNPL solutions provider.
HepsiGlobal offers a selection from international merchants through
its inbound arm while outbound operations aim to enable merchants
in Türkiye to make cross-border sales.
Since its founding in 2000, Hepsiburada has been
purpose-led, leveraging its digital capabilities to develop the
role of women in the Turkish economy. Hepsiburada started the
‘Technology Empowerment for Women Entrepreneurs’ program in 2017,
which has supported over 45.4 thousand female entrepreneurs
throughout Türkiye to reach millions of customers with their
products.
Investor Relations
Contactir@hepsiburada.com
Media
Contactcorporatecommunications@hepsiburada.com
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