One Foods Holdings Ltd. and Qatar Investment Authority (QIA) makes a mandatory tender offer to acquire remaining 20.5% stake in Banvit Bandirma Vitaminli Yem Sanayii Anonim Sirketi (IBSE:BANVT) for approximately TRY 240 million on January 9, 2017. In a related transaction, QIA and One Foods Holdings Ltd. entered into a share purchase agreement to acquire 79.5% stake in Banvit from Görenerand Koçman families and Aabar Investments PJS on January 9, 2017. The purchase price per share is determined as TRY 11.51. Pursuant to the terms of the transaction and subject to the financial performance of Banvit for the year of 2016, the enterprise value for 100% of Banvit is approximately TRY 1.66 billion ($470 million). Based on the net debt position of Banvit as of September 30, 2016, the equity value of Banvit would therefore be approximately TRY 1 billion ($340 million). One Foods Holdings Ltd. and QIA have entered into definitive agreements related to the incorporation of a new company (“JV”), which will acquire the shares from the shareholders under the transaction, and to the governance of the JV and Banvit (“JV agreements”). The rights arising from the JV agreements will be assigned to OneFoods Holding Ltd. (“OneFoods”) upon its incorporation, so that OneFoods will hold 60% of the JV and QIA the remaining 40%. Following the consummation of the transaction, the JV will launch a mandatory tender offer to acquire the remaining 20.5% of the shares from the minority shareholders, on the same terms and conditions offered to the shareholders. The transaction does not trigger withdrawal rights to its shareholders. The consummation of the transaction, which in its first phase involves the acquisition of a 79.5% interest in Banvit, followed later by a tender offer for the remaining minority interest of 20.5%, is subject to fulfillment of the conditions precedent in the final documents, including approval by Turkish Competition Authority. Under the mandatory tender offer the consideration will be paid on the same terms and conditions as per initial offer. One Foods Holdings Ltd. and Qatar Investment Authority has recognized a liability, in the amount of TRY 0.25 million ($0.07 million) in current liabilities, related to the mandatory tender offer. The transaction is not subject to shareholders’ approval. As on August 11, 2017, 10.88% of the total shares have been acquired under the mandatory tender offer, resulting into a total participation of 90.36%. Banco Morgan Stanley S.A. acted as financial advisor to BRF SA. Tuca Zbârcea & Asociatii acted as legal advisor to BRF SA.