Marmara Holding sells Polisan Kansai stake to Kansai Paint for USD 93m

Marmara Holding completed the sale of its 50 per cent stake in paint maker Polisan Kansai Boya to Kansai Paint for USD 93 million on 27 October, the Istanbul-listed company said in a filing that evening. Kansai Paint now owns all of it.

The buyer, listed in Tokyo, already held the other half. Marmara Holding sold 62,501,572 shares with a nominal value of TL 62,501,572, for cash, at approximately USD 1.49 a share, the filing says. The price was set by negotiation, and no valuation report was prepared because the law did not require one. The share purchase agreement was signed on 29 July, the day the board approved the sale, and the filing says a majority of the independent directors approved that decision. Kansai Paint is not a related party under the Capital Markets Board's rules, according to the same filing.

A sale of almost the whole balance sheet

The stake was nearly everything the holding owned. In its financial statements of 31 March 2026 the equity-accounted investment in Polisan Kansai Boya carried TL 4,830,725,459, about 99.47 per cent of total assets of TL 4,856,252,106. That is above the 75 per cent threshold of the Capital Markets Board's Communiqué II-23.3 on material transactions and exit right, so the sale counted as a material transaction, a transfer of assets under Article 23 of Capital Markets Law No. 6362, and went to shareholders. An extraordinary general meeting approved it on 27 October, and the transfer was completed the same day once the contractual conditions were met.

The filing says the transaction will bring a cash inflow, and that the profit or loss on the sale will be reported in the financial statements dated 31 December 2026. It does not say how the proceeds will be used. After the sale, the company's updated general information form lists one holding: 40 per cent of Rohm and Haas Kimyasal Ürünler, which trades in emulsion polymers and their raw materials.

Who can sell back, and at what price

Because the sale was material, some shareholders may now leave the company. The right applies to holders on 26 June 2026, the date of the first public disclosure of the sale, who attended the meeting, voted against and had their dissent recorded in the minutes. The exercise price is TL 2.60 for each share of TL 1 nominal value, the arithmetic average of the daily adjusted volume-weighted prices over the six months before 26 June, as Article 14 of the communiqué sets. Applications run from 10:00 on 5 November to 17:00 on 18 November through Deniz Yatırım Menkul Kıymetler, the company said, and payment follows on the first working day after the shares are delivered. The independent directors approved the board decision with unanimous affirmative votes, the same notice says.

Turkish listed boards have taken several capital decisions this autumn, among them Şekerbank's rights issue at par and Ford Otosan's proposed payout from reserves.

The buyer's side

Kansai Paint's board resolved on 29 July to buy the shares and make the company a consolidated subsidiary, its notice to the Tokyo market says, so as to speed up decision-making and strengthen its finances. The notice puts the total cost at an estimated 15,603 million yen, including advisory fees of an estimated 470 million yen, and says Kansai Paint expects to book a gain on step acquisition as extraordinary income in the year ending March 2027. It describes Türkiye as a gateway to Europe, the Middle East and Africa.

Polisan Kansai Boya, incorporated in 1985 and based in Dilovası in Kocaeli, had net sales of TL 7,022,539 thousand in 2025, an operating profit of TL 345,068 thousand and a loss attributable to owners of TL 779,819 thousand, the notice shows, with the figures adjusted under IAS 29 for hyperinflation. It paid no dividend in any of the last three years.

Kansai Paint had held its 50 per cent since 2016, a statement sent to ForInvest and published on 28 October says, and it now runs Polisan Kansai Boya as a wholly owned member of the group.