Mergers and Acquisitions in Turkey

Merger and Acquisition (“M&A”) is defined as the combining of two or more companies or buying-selling or dividing of two or more companies as a part of corporate finance in order to grow rapidly in business field of activity.

There are many opportunities in Turkey for international investors in particular. In the last decade, Turkey has implemented several reforms in order to improve conditions for foreign investors. As of 2014, Turkey attracted foreign direct investment over 12,5 billion dollars and the number of companies with foreign capital operating in Turkey exceeded 40.000. Despite the global crisis, total foreign direct investment in Turkey has been increasing year for year.

Turkey has recently become a business center for all the investors around the world, accordingly the amount that M&A activities takes place in Turkey has been increased rapidly.

Based on the results of independent reports, 215 M&A transactions have been reported to the Competition Board as of 2014, both parties of 76 transactions were foreign investors. Regarding M&A transactions, foreign investors show interest mostly to financial services, leasing, energy sectors in Turkey. USA, Germany, Holland and Luxembourg have been the first four countries which have realized M&A transactions in Turkey in the year of 2014. As mentioned above, the total transaction value has been increasing year for year and this value amounts to approximately 483 billion TL as of 2014.

Despite the negative economic developments all around the world, thanks to new incentives and legal amendments, we do not think that interests of foreign investors and private equity funds will neither cease nor decrease, accordingly merger and acquisitions activities will be increasingly taken place.

MERGER AND ACQUISITION TRANSACTIONS

A prior clearance of the Competition Authority is required for transactions resulting in a change of control if certain thresholds on the turnover of the transaction parties and/or the target have been exceeded. The transactions requiring clearance could be in the form of a merger, share transfer, asset transfer or otherwise. Accordingly, clearance of the Competition Authority shall be required if:

The total turnover of the transaction parties in Turkey exceeds TRY 100,000,000 and turnovers of a least 2 of the transaction parties in Turkey each exceed TRY 30,000,000.

The asset or activity subject to the acquisition (i.e. the target) has a turnover in Turkey exceeding TRY 30,000,000 and the other party to the transaction has a global turnover exceeding TRY 500,000,000.

The relevant communiqué of the Competition Authority deines “control” as “rights, contracts or other instruments which, separately or together, allow de facto or de jure exercise of decisive inluence over an undertaking”.