Metemtur Decides to Merge with Galvano Market Through Acquisition

Foreks - Metemtur has decided to merge with Galvano Market by acquiring all of its assets and liabilities as a whole.

In a statement made to the Public Disclosure Platform (KAP) by the company, the following information was provided:

"At the meeting of our Board of Directors dated January 7, 2025, discussions regarding the merger of GALVANO MARKET SANAYİ VE DIŞ TİCARET A.Ş. with our company, METEMTUR YATIRIM ENERJİ TURİZM ve İNŞAAT A.Ş., have been completed as per our public announcement made on September 19, 2024. As a result of these discussions; 1- Subject to obtaining the necessary approval from the Capital Markets Board and the approval of the merger agreement by our General Assembly, the merger of the two companies through the acquisition of all assets and liabilities of GALVANO MARKET SANAYİ VE DIŞ TİCARET A.Ş. by our company METEMTUR YATIRIM ENERJİ TURİZM ve İNŞAAT A.Ş. will proceed in accordance with Articles 134 and following of the Turkish Commercial Code, No. 6102, Articles 18, 19, and 20 of the Corporate Tax Law, No. 5520, and Articles 23 and 24 of the Capital Markets Law, No. 6362, and relevant provisions of other legislation, including the Capital Markets Board’s "Communiqué on Mergers and Divisions" (II-23.2) and "Communiqué on Significant Transactions and Withdrawal Rights" (II-23.3); 2- In the process of merging our company with GALVANO MARKET SANAYİ VE DIŞ TİCARET A.Ş. through the acquisition of all its assets and liabilities, the consolidated financial statements prepared in compliance with the relevant regulations and audited independently as of June 30, 2024, will be taken as a basis; 3- During the merger process, regarding the determination of the merger ratio, exchange ratio, and the amount of capital increase due to the merger, as well as the number of shares to be allocated to our shareholders resulting from the capital increase, the Expert Report prepared in accordance with Article 7 titled "Expert Institution Opinion" of the Capital Markets Board's "Communiqué on Mergers and Divisions" (II-23-2) will be referenced; this Expert Report will also be referenced in the Merger Agreement, Merger Report, Announcement Text, and other documents prepared for this merger; 4- In accordance with Articles 145 and 147 of the Turkish Commercial Code, the preparation of the Merger Agreement and Merger Report will be carried out; 5- Based on the independently prepared Merger Report, the existing shareholders' rights to new share acquisition (pre-emption rights) will be restricted, and the company’s capital will be increased by issuing the total increased capital amount of 70,195,015.60 TL. All of these shares will be allocated to the shareholders of GALVANO MARKET SANAYİ VE DIŞ TİCARET A.Ş. in exchange for the acquisition, thus a draft amendment to the articles of association will be prepared to increase the company’s capital to 178,195,015.60 TL; 6- Following the preparation of all documents in accordance with the Turkish Commercial Code’s Article 149 and Capital Markets legislation, the necessary announcements for the examination rights will be made; 7- Decided by our Board of Directors dated September 9, 2024, it has been agreed to start negotiations aimed at merging with GALVANO MARKET SANAYİ VE DIŞ TİCARET A.Ş., which operates in the chemicals and surface processing sector, by acquiring all its assets and liabilities by Metemtur Yatırım (IS:METUR) Tourism and Construction Inc. This decision was announced to the public on September 9, 2024, in accordance with the public disclosure obligations of the Capital Markets legislation. It has been stated that shareholders or their representatives, who will vote negatively and record their dissenting opinions in the minutes at the general assembly meeting that will approve this merger, have the right to sell their shares and withdraw from the company; this was also announced on September 9, 2024, in compliance with public disclosure obligations of the Capital Markets legislation, and further information will be provided on the KAP as of the date of this Board Decision. 8- In exercising the aforementioned withdrawal rights; in compliance with Article 24 titled “Withdrawal Rights” of the SPK, and the provisions of the Fourth Section titled “Withdrawal Rights and Usage Process” of the SPK's "Significant Transactions and Withdrawal Rights Communiqué" (II-23.3), the withdrawal right usage price per share with a nominal value of 1.00 TL (One Turkish Lira) is calculated as 13.62 TL, being the arithmetic average of the adjusted weighted average prices in the stock exchange for the six-month period preceding the public announcement date of the decision taken by our Board of Directors regarding the initiation of merger discussions on September 9, 2024 (the period of March 11, 2024 – September 6, 2024). The withdrawal right shall be utilized at 13.62 TL per share in accordance with Article 14 of the Communiqué; 9- Regarding the utilization of the withdrawal rights: a) According to the Fourth Section titled "Withdrawal Rights and Usage Process" of the SPK's "Significant Transactions and Withdrawal Rights Communiqué" (II-23.3), the total cost that our Company may incur as a result of payments to shareholders who vote negatively and record their dissent at the general assembly meeting to approve the merger is determined to be 150,000,000 TL, which will be disclosed to the public; b) In the agenda of the general assembly meeting where the merger transaction will be submitted for approval, the limitations determined by the Board of Directors in this decision and any other pre-determined conditions regarding this merger transaction will be disclosed to the shareholders along with the agenda item regarding the approval of the merger; c) In the agenda of the general assembly meeting where the merger transaction will be submitted for approval, should the upper limit determined by the decision of the Board of Directors be exceeded, it will be indicated as a separate agenda item immediately following the agenda item concerning the approval of the merger transaction that the merger transaction may be abandoned, and this will be communicated to the shareholders; d) Regarding the upper limit mentioned in this article and/or other pre-determined conditions, prior to the announcement of the invitation and agenda for the general assembly meeting where the merger transaction will be submitted for approval, and in any case when a Board Decision is taken on these issues, a public announcement will be made on the KAP in accordance with the public disclosure obligations of Capital Markets legislation, and shareholders will be informed about these limitations; 10- Including but not limited to the items listed above, all necessary transactions that will be required until the merger process is finalized will be executed, and applications will be made to the SPK and other official/private institutions if necessary, along with the necessary information and documents; 11- The Company management is authorized to carry out necessary proceedings and obtain necessary permits."