Mergers & Acquisitions

A transaction can shape a company for a decade. The work that determines whether it was the right one happens before signing — in the target list, the numbers behind the offer, and the diligence that confirms what is actually being bought.

We support transactions in Türkiye from either side: foreign acquirers entering the market, Turkish owners preparing to sell, and groups reorganising what they already hold. As the İstanbul office of Tokyo Consulting Group, we bring a network across 26 markets to the search, and a team on the ground for the diligence.

Where the value is won or lost

Most failed transactions were not badly negotiated. They were badly understood. The three areas where Turkish deals most often move on price are financial records that do not reconcile to the statutory books, employment liabilities that were never provisioned, and tax positions the seller assumed would never be examined.

All three are findable before signing. None are cheap to discover afterwards.

The transaction, step by step

1. Compile a target list

A qualified list of buyers or sellers, screened against your criteria rather than against who happens to be available.

2. Approach the targets

The first conversation establishes genuine interest and the seller’s expectations on price and timing — before either side commits time to a process.

3. Send or receive a teaser

A short anonymous summary: what the business does, roughly how large it is, and why it is in the market. Enough for a decision to look further, not enough to identify the company.

4. Sign a confidentiality agreement

Both sides commit to keeping the discussion and the materials confidential before anything identifying changes hands.

5. Prepare or review the Confidential Information Memorandum

The CIM is the substantive document: history, products, customers, management, financial performance and the outlook. Sell-side, we prepare it. Buy-side, we read it against the numbers rather than the narrative.

6. Submit or solicit an indication of interest

A short written offer, usually a valuation range rather than a fixed figure, which establishes whether the two sides are close enough to continue.

7. Hold management meetings

The first face-to-face. Buyers learn how the business is actually run; sellers learn who they would be handing it to.

8. Issue or receive a letter of intent

A detailed offer with a firm price, an exclusivity period and the conditions that must be satisfied before closing.

9. Conduct due diligence

The examination that confirms — or corrects — everything assumed so far. Financial, legal and tax, run in parallel. This is where price adjustments originate.

10. Draft the purchase agreement

The commercial understanding becomes a binding contract, with representations, warranties and indemnities that reflect what diligence found.

11. Close

Signature, payment, transfer of shares, and the statutory filings that make the change of ownership effective in Türkiye.

12. Adjust and integrate

Closing is not the end. Completion accounts, working capital adjustments, and the practical work of bringing accounting, payroll and reporting onto one basis.

Due diligence

Diligence exists to replace assumptions with evidence, and to give management a defensible basis for the decision. Ours is structured to:

• Surface issues early, while they are still negotiable
• Identify management and cultural obstacles to integration
• Build and validate the financial models the decision rests on
• Confirm regulatory and compliance standing
• Document the target’s processes and control points

Legal due diligence

Objectives vary by transaction, but typically:

• Gather complete information on the target’s corporate and contractual position
• Establish strengths, weaknesses, risks and advantages relevant to the deal
• Reduce the risk of post-closing surprises
• Strengthen the buyer’s negotiating position
• Identify where representations and warranties are required in the agreement

Financial due diligence

Quality of earnings rather than reported profit: which revenue is recurring, which costs are genuinely non-recurring, what working capital the business actually needs, and what sits in the balance sheet that behaves like debt.

Tax due diligence

Historic exposure becomes the buyer’s exposure. We quantify open positions across corporate tax, VAT, withholding and payroll — and identify which are worth an indemnity and which should reduce the price.