Kaspi.kz to acquire 65.41% of Hepsiburada for $1.13B

Kaspi.kz (KSPI) has announced that it has signed a definitive agreement with Hanzade Dogan, the founder and controlling shareholder of Hepsiburada (HEPS), and Vuslat Dogan Sabanci, Begum Dogan Faralyali, Arzuhan Dogan Yalcindag and Isil Dogan to acquire 65.41% of all the total outstanding Class A and Class B shares of Hepsiburada. Founded in 2000 by Hanzade Dogan, Hepsiburada has long been one of Turkiye’s e-commerce platforms. For FY23, the company recorded around $4B in gross merchandise value, served around 12M consumers and 101,000 merchants. For first half of 2024, Hepsiburada was EBITDA positive and equivalent to 2.4% of GMV. The aggregate consideration for the transaction is approximately $1.13B, payable in cash in two installments. The transaction is subject to customary closing conditions and regulatory approvals in Turkiye, with closing expected in the first quarter 2025. Kaspi.kz signed a stock purchase agreement with Hanzade Dogan, Vuslat Dogan Sabanci, Begum Dogan Faralyali, Arzuhan Dogan Yalcindag and Isil Dogan to purchase Class A and Class B shares representing 65.41% of the total outstanding share capital of Hepsiburada. The aggregate consideration for the transaction is approximately $1.13B, payable in cash in two tranches: $600M at closing, and $526.9M no later than in six months post-closing. To finance the investment, Kaspi.kz intends to use its own cash from operations and cash at hand. Kaspi.kz may explore opportunities in debt capital markets, subject to terms and market conditions; however, no such arrangements or commitments are currently being negotiated or contemplated. Subject to customary closing conditions and receipt of regulatory approval by certain Turkish government agencies, the transaction is expected to close in the first quarter 2025.