Kazakhstan-based banking and fintech giant Kaspi.kz is becoming a controlling shareholder in Hepsiburada as it announced Friday it had reached an agreement to acquire a majority stake in the Turkish e-commerce technology platform.

In a statement, Kaspi.kz said it entered a deal to acquire 65.41% of total outstanding Class A and Class B shares of Hepsiburada, owned by D-Market, for $1.13 billion in cash.

The agreement was reached with members of the Doğan family, the primary owners of Hepsiburada, including Hanzade Doğan, the founder and controlling shareholder of D-Market Electronic Services and Trading, and Vuslat Doğan Sabancı, Begüm Doğan Faralyalı, Arzuhan Doğan Yalçındağ and Işıl Doğan.

The transaction is expected to be finalized in the first half of 2025, pending regulatory approvals.

The deal is structured with $600 million to be paid at the closing of the transaction, while the remaining $526.9 million will be settled within six months of the transaction’s completion, the statement said.

Hepsiburada’s market value, based on its closing share price of $2.2 on Thursday, was approximately $707 million, according to data from LSEG.

Founded in 2000 by Hanzade Doğan, Hepsiburada has long been one of Türkiye’s leading e-commerce platforms.

This acquisition marks a new chapter after a challenging period on the Nasdaq, where the Hepsiburada’s valuation has struggled to meet investor expectations following its 2021 initial public offering (IPO).

That made it Türkiye’s first Nasdaq-listed company.

For fiscal year 2023, Hepsiburada recorded around $4 billion in gross merchandise value (GMV), and served around 12 million consumers and 101,000 merchants.

For the first half of 2024, the company was earnings before interest, taxes, depreciation, and amortization (EBITDA) positive and equivalent to 2.4% of GMV.

Kaspi.kz operates through three segments – payments, marketplace and fintech – and caters to both consumers and merchants. Besides e-commerce purchases, its app lets customers access buy now, pay later (BNPL) debt, renew their driving licenses and register their businesses.

“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,” said Mikheil Lomtadze, CEO and co-founder of Kaspi.kz.

Going forward following the closing of the transaction both companies will maintain distinct brands and operating structures, said the statement.

“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,” said Lomtadze.

Hanzade Doğan, founder and chairwoman of Hepsiburada, said 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, 101,000 merchants, and 12 million customers,” Doğan noted.

To finance the investment, Kaspi.kz intends to use its own cash from operations and cash at hand.