Target Company Overview

Exsa Gayrimenkul Proje Geliştirme A.Ş. (Exsa) is a wholly-owned subsidiary of our company, focused on investment properties. To enhance the efficiency and commercial management of its real estate assets, Exsa has undergone a restructuring process that has resulted in the transfer of all its assets and liabilities to another wholly-owned subsidiary, Tursa Sabancı Turizm ve Yatırım İşletmeleri A.Ş. (Tursa). This merger was officially completed on October 31, 2024.

Additionally, the decision to transfer 76.84% of the shares representing the capital of Ankara Enternasyonal Otelcilik A.Ş. (AEO), which is directly owned by our company, to Tursa has also been made. This transfer was finalized on December 11, 2024. As a result of these transactions, the assets belonging to Exsa and AEO will be preserved within our overall asset portfolio through Tursa.

Industry Overview in Turkey

The real estate sector in Turkey has been experiencing rapid growth, influenced by urbanization trends and government initiatives aimed at stimulating foreign investment. Key cities, particularly Istanbul, have seen a surge in property development as the economic climate becomes more favorable for real estate investments. This has resulted in increased residential, commercial, and tourism-related developments across the country.

Moreover, the Turkish government has implemented various reforms in the construction and property sectors, encouraging both domestic and international investments. These reforms include streamlined processes for obtaining permits and improving transparency, which have made the Turkish property market more accessible to investors.

The tourism sector, which is intrinsically linked to the real estate industry, has also been on the rise, contributing to the development of hospitality and leisure facilities. As Turkey continues to attract millions of tourists each year, there is a growing demand for high-quality accommodation options, resulting in significant opportunities for companies like Tursa that operate in this area.

Overall, the outlook for the real estate industry in Turkey remains positive, driven by demographic shifts, urbanization, and a recovering economy post-pandemic. As such, strategic mergers and acquisitions are likely to play a critical role in capitalizing on the opportunities this vibrant market presents.

Rationale Behind the Deal

The primary rationale for the merger between Exsa and Tursa lies in the intention to centralize the management of real estate assets under one umbrella. This restructuring aims to create more operational efficiency while also enhancing the value of the underlying properties through improved management practices.

By combining resources and consolidating real estate operations, the company expects to streamline decision-making processes, leverage economies of scale, and effectively respond to market demands. Furthermore, integrating AEO's significant shareholding into Tursa strengthens the overall asset base and enhances market positioning.

Investor Overview

Tursa Sabancı Turizm ve Yatırım İşletmeleri A.Ş. is a strategic player in Turkey's tourism and real estate sector, wholly owned by our company. Tursa has established a reputation for excellence in investment management within the hospitality and real estate spaces. Its commitment to quality and innovation has made it a preferred partner for various stakeholders in the industry.

The investor's experience in managing diverse portfolios allows for effective responses to market changes while maximizing asset performance. Tursa's existing operational infrastructure positions it well to manage the newly acquired assets from Exsa and AEO effectively.

View of Dealert

The merger between Exsa and Tursa presents a strategic investment opportunity by consolidating the management of real estate assets and enhancing operational efficiencies. This move is likely to improve overall asset performance, reduce costs, and create a streamlined management structure that is better equipped to navigate the complexities of the Turkish real estate market.

Given the positive outlook for the Turkish property market and the growing tourism sector, this investment could yield substantial returns. By aligning Exsa's and AEO's assets with Tursa's management, there is potential for significant value creation through restructured operations.

Furthermore, reducing the reliance on fragmented management approaches may mitigate risks associated with real estate investment, allowing for more robust strategic planning and execution. Overall, this merger seems to have strong potential as a forward-looking investment strategy that aligns with industry trends.

However, ongoing monitoring of market conditions and operational performance will be crucial to ensure that the anticipated benefits are realized. With the right execution, this consolidation could position Tursa as a leading player in the Turkish real estate and tourism sectors.

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