Basak Traktor Tarim Ziraat Ve Is Makinalari Sanayi Ticaret Anonim Sirketi entered into a definitive agreement to acquire 96.7% stake in Buhler Industries Inc. (TSX:BUI) from Rostselmash Combine Plant, LLC for CAD 56.4 million on December 20, 2023. Under the terms of the Agreement, Basak Traktör has agreed to purchase 24,184,586 shares, which represent all of the common shares of Buhler Industries owned by Rostselmash Combine Plant. In addition, pursuant to the agreement, Basak Traktör will acquire all of the outstanding debt owing by Buhler Industries to Rostselmash for a purchase price equal to the principal and accrued and unpaid interest owing on the debt at the closing of the transaction. The total aggregate cash purchase price is CAD 60.5 million with approximately CAD 27.9 million in aggregate to be paid for the shares (or CAD 1.15 per share), CAD 4.1 million in transaction costs and the remainder attributed to the purchase price for the debt (equal to the principal and interest owing) and certain other payments related to intellectual property transfers agreed to between the parties. The purchase price for the shares is subject to certain adjustments. In addition, under the terms of the agreement, Basak Traktör has agreed to pay out amounts outstanding under Buhler Industries' credit facilities with Canadian Imperial Bank of Commerce at closing of the transaction.

On closing of the transaction, the current members of the board of directors of Buhler Industries are expected to resign and be replaced with nominees of Basak Traktör. The agreement contains a number of customary conditions that must be satisfied or waived prior to closing of the transaction. It is anticipated that the closing of the transaction will occur before year end or in early January 2024. Eversheds Sutherland (US) LLP and McMillan LLP are acting as legal counsel to ASKO Holding and Basak Traktör. Burnet, Duckworth & Palmer LLP is acting as legal counsel to Buhler Industries. Borden Ladner Gervais LLP is acting as legal counsel to Rostselmash. Origin Merchant Partners is acting as financial advisor to Buhler Industries.

Basak Traktor Tarim Ziraat Ve Is Makinalari Sanayi Ticaret Anonim Sirketi completed the acquisition of 96.7% stake in Buhler Industries Inc. (TSX:BUI) from Rostselmash Combine Plant, LLC on December 28, 2023. On closing of the Transaction, the Board of Directors of the Company was reconstituted with the nominees of Rostselmash resigning and certain new nominees of ASKO Holding were appointed to the Board. The members of the Board now include Grant Adolph, Allan Stewart and Ossama Abouzeid, all of which were members of the Board prior to completion of the Transaction, and Zafer Ozbalaban, Arda Akarsu, Levent Kiroglu and Ismail Mert Konukoglu, who are newly appointed members of the Board.