Joint Stock Company Kaspi.kz (“Kaspi.kz” NASDAQ: KSPI) has
announced that it has signed a definitive agreement with Hanzade
Doğan, the founder and controlling shareholder of D-Market
Electronic Services & Trading (“Hepsiburada” NASDAQ: HEPS), and
Vuslat Doğan Sabancı, Begüm Doğan Faralyalı, Arzuhan Doğan
Yalçındağ and Işıl Doğan to acquire 65.41% of all the total
outstanding Class A and Class B shares of Hepsiburada.
Founded in 2000 by Hanzade Doğan, Hepsiburada has long been one
of Türkiye’s leading e-commerce platforms. The company grew by
focusing on customer service, technology, logistics and a broad
assortment of products across various retail categories. For fiscal
year 2023, the company recorded around $4 billion in gross
merchandise value (GMV), served around 12 million consumers and 101
thousand 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
$1,127 million, payable in cash in two installments. The
transaction is subject to customary closing conditions and
regulatory approvals in Türkiye, with closing expected in the first
quarter 2025.
Mikheil Lomtadze, CEO and co-founder of Kaspi.kz, commented:
“We are excited about the opportunity to join forces with
Hepsiburada, one of the leading e-commerce companies in Türkiye.
Expanding our addressable market to 100 million people has been an
important strategic priority for Kaspi.kz.
Hepsiburada is a strong cultural fit with Kaspi.kz given its
innovative culture, focus on providing high quality services to
consumers and merchants and commitment to long-term sustainable
growth. Like Kaspi.kz, Hepsiburada is a highly entrepreneurial
company and home-grown e-commerce champion, built by a visionary
founder. Both companies are driven by a similar purpose, namely to
improve consumers’ and merchants’ lives.
Hepsiburada is EBITDA positive, which is a strong testament to
the current shareholders and management team who have focused on
profitable growth rather than growth at all costs.
Going forward following the closing of the transaction both
companies will maintain distinct brands and operating structures.
We are aiming to leverage the combined knowledge and technology
that the Kaspi.kz and Hepsiburada teams bring, as we plan to
jointly continue advancing e-commerce and digital services in
Türkiye and Kazakhstan. We believe that SMEs and entrepreneurs in
Kazakhstan and Türkiye will benefit from new opportunities between
our countries.”
Hanzade Doğan, Founder and Chairwoman of Hepsiburada,
commented:
“Today marks a significant milestone for Hepsiburada Group,
which I founded 24 years ago. As a pioneer in Türkiye’s
digitalization journey through innovative e-commerce practices,
Hepsiburada now embarks on an exciting future with Kaspi.kz,
Kazakhstan’s largest company by market capitalization. I’m
immensely proud of Hepsiburada’s journey, its approximately
10,000-strong workforce, 101 thousand merchants, and 12 million
customers.
Our entire ecosystem has worked tirelessly to build one of
Türkiye’s most powerful brands. In 2021, we achieved the honor of
becoming Türkiye’s first and only NASDAQ-listed company, raising
our nation’s flag among global tech giants.
My vision for Hepsiburada is one of sustainable growth and
increased value creation. Kaspi.kz, with its focus on improving
people’s lives through innovative solutions and status as a
NASDAQ-listed company, is the ideal partner to help Hepsiburada
reach its full potential.
Recognized as an inspiring success story in the global
technology world, Kaspi.kz’s commitment, trust, and investment in
Türkiye will undoubtedly strengthen Hepsiburada’s position in the
country’s e-commerce sector.
I extend my heartfelt gratitude to all our stakeholders who have
believed in the values that have shaped Hepsiburada. As we embark
on this new chapter, I wish both Hepsiburada and Kaspi.kz great
success in their shared journey ahead.”
Details of the Transaction
On 17 October 2024 Kaspi.kz signed a stock purchase agreement
with Hanzade Doğan, Vuslat Doğan Sabancı, Begüm Doğan Faralyalı,
Arzuhan Doğan Yalçındağ and Işıl Doğan 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 $1,127 million, payable in cash in two
tranches: (i) $600.0 million at closing, and (ii), $526.9 million
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. Following the recent assignment
of BBB- investment grade credit rating by Fitch, 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.
DLA Piper LLP (USA), Akol Law (Türkiye) and Kinstellar Almaty
(Kinstellar LLP) served as legal counsels to Kaspi.kz for this
transaction. Sullivan & Cromwell LLP (USA), Kabine Law Office
(Türkiye) and Dentons LLP (Kazakhstan) served as legal counsels to
the Doğan Family.
About Kaspi.kz
Kaspi.kz’s mission is to improve people’s lives by developing
innovative mobile products and services. To deliver upon this we
operate a unique two-sided Super App model – Kaspi Super App for
consumers and Kaspi Pay Super App for merchants.
The Kaspi.kz Super App is Kazakhstan’s most popular mobile app,
with 14 million MAU in 2023, 9.1 million of whom access our
services daily. The Kaspi Pay Super App is the digital partner of
choice for businesses and entrepreneurs in Kazakhstan, with 581
thousand merchant partners in 2023.
Through these Super Apps consumers and merchants can access our
leading Payments, Marketplace, and Fintech Platforms. All our
services are designed to be highly relevant to users’ everyday
needs and enable consumers and merchants to connect and transact,
using our proprietary payments network.
The combination of a large, highly engaged consumer and merchant
base, best-in-class, highly relevant digital products and a capex
lite approach, results in strong top-line growth, a profitable
business model and enables us to continue innovating, delighting
our users and fulfilling our mission.
Harvard Business School has written two case studies on Kaspi.kz
which it continues to teach to its MBA students.
About Hepsiburada
Hepsiburada is a leading e-commerce technology platform in
Türkiye, offering over 264 million stock keeping units across over
30 product categories to its customers. Hepsiburada provides goods
and services through its hybrid model combining first-party direct
sales (1P model) and a third-party marketplace (3P model) with
approximately 101 thousand 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” programme in 2017, which has
supported approximately 55 thousand female entrepreneurs throughout
Türkiye to reach millions of customers with their products.
Through its comprehensive offerings and commitment to social
responsibility, Hepsiburada continues to shape the e-commerce
landscape in Türkiye, providing innovative solutions for businesses
and consumers alike.
For further information
david.ferguson@kaspi.kz +44 7427 751 275
Cautionary Statement Regarding Forward-Looking
Statements
This release contains forward-looking statements within the
meaning of the U.S. federal securities laws, which statements
relate to our current expectations and views of future events. In
some cases, these forward-looking statements can be identified by
words or phrases such as “believe,” “may,” “might,” “will,”
“expect,” “estimate,” “could,” “should,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “potential,”
“prospective,” “continue,” “is/are likely to” or other similar
expressions. These forward-looking statements are subject to risks,
uncertainties and assumptions, some of which are beyond our
control. Therefore, you should not place undue reliance on these
forward-looking statements. In addition, these forward-looking
statements reflect our current views with respect to future events
and are not a guarantee of future performance. Actual outcomes may
differ materially from the information contained in the
forward-looking statements as a result of a number of factors,
including, without limitation, risks related to the following: our
ability to consummate the Agreement and the transactions
contemplated thereby; our ability to realize the benefits of the
transactions contemplated by the Agreement; our ability to attract
sufficient new customers, engage and retain our existing customers
or sell additional functionality, products and services to them on
our platforms; our ability to maintain and improve the network
effects of our Super App business model; our ability to improve or
maintain technology infrastructure; our ability to successfully
execute the new business model and reach profitability of
the e-Grocery operations; our ability to partner with
sufficient new merchants or maintain relationships with our
existing merchant partners; our ability to effectively manage the
growth of our business and operations; developments affecting the
financial services industry; our brand or trusted status of our
platforms and Super Apps; our ability to retain and motivate our
personnel and attract new talent, or to maintain our corporate
culture; our ability to keep pace with rapid technological
developments to provide innovative services; our ability to
implement changes to our systems and operations necessary to
capitalize on our future growth opportunities; changes in
relationships with third-party providers, including software and
hardware suppliers, delivery services, credit bureaus and debt
collection agencies; our ability to compete successfully against
existing or new competitors; our ability to integrate acquisitions,
strategic alliances and investments; our ability to adequately
obtain, maintain, enforce and protect our intellectual property and
similar proprietary rights; evolving nature of Kazakhstan’s
legislative and regulatory framework; our ability to obtain or
retain certain licenses, permits and approvals in a timely manner;
our ability to successfully remediate the existing material
weaknesses in our internal control over financial reporting and our
ability to establish and maintain an effective system of internal
control over financial reporting; dependence on our subsidiaries
for cash to fund our operations and expenses, including future
dividend payments, if any; and risks related to other factors
discussed under Item 3.D. “Risk Factors” in our Annual Report on
Form 20-F filed with the U.S. Securities and Exchange Commission on
April 29, 2024 and our other SEC filings we make from time to
time.
We operate in an evolving environment. New risks emerge from
time to time, and it is not possible for our management to predict
all risks, nor can we assess the effect 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.
The forward-looking statements made in this press release relate
only to events or information as of the date on which the
statements are made in this press release. Except as required by
law, we undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, after the date on which the statements
are made or to reflect the occurrence of unanticipated events.
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