Mergers and Acquisitions
A company merger can be defined as the establishment of a new company by legally and economically merging two or more companies, while an acquisition can be defined as the joining of one or more companies to another existing company. These are divided into three in the Capital Markets Board’s Merger and Division Communiqué.
Accordingly, there are the topics of merger, merger in the form of acquisition and merger in the form of a new establishment.
Purposes and Benefits of Mergers and Acquisitions;
It is the companies reaching a higher value than they have after the merger. It can occur with the decrease in average costs as a result of the increase in production due to economy of scale and the increase in savings obtained from the combination of production, sales and distribution networks. On the human resources side, it can result from the increase in productivity obtained from the combined use of talent and technology units and the increase in income resulting from access to new markets.
Spreading the risk; companies can diversify their business areas by merging with companies in other sectors and aim to spread their risks. The benefits of such mergers and acquisitions for company investors are questioned in the finance literature. Since investors’ own risk spreading strategies are simpler and less costly, such mergers and acquisitions only benefit employees and managers. Also called mixed mergers, they only benefit employees and managers.
Finance sources; In order to benefit from the borrowing potential of a company with a cheap financing source and low debt structure, companies may merge or acquire another company.
To create a monopoly or create a competitive advantage; two companies in the same market may merge to increase their bargaining power against their customers or to avoid competition. For this reason, there are anti-trust laws in most countries. In our country, the Competition Authority checks whether company mergers have seized market power. The merger of two rival companies selling the same product is called horizontal merger.
Vertical mergers; Mergers and acquisitions of companies operating in different production stages of a product in the same business field are called vertical mergers. Here, there is a situation where one company is a customer of the other company. Vertical mergers are also not made with the aim of increasing efficiency.
Processes; Letter of intent, terms of agreement, transaction framework conditions
Legal review and reporting,
Contract negotiation and signature,
Interim period,
Mergers and acquisitions closing.
We have managed the mergers and acquisitions of many multinational, local and foreign companies from beginning to end. Our team provides consultancy services to clients operating in various sectors. In this context;
Management of the merger and acquisition process,
Creation of contracts for mergers and acquisitions,
Making the necessary notifications to the regulatory authorities in Turkey regarding mergers and acquisitions or applying for the necessary permits,
Management of the process of making company type changes,
Preparation of partnership agreements,
Preparation of share transfer agreements,
Consultancy and planning on joint ventures, mergers, acquisitions and asset sales,
Company audits,
Providing legal consultancy to companies,
Making general assembly and board of directors decisions.
