Mergers and Acquisitions Advisory

Mergers and acquisitions (M&A) advisory is professional support for one party to a transaction in which a company is bought, sold or combined with another, from strategy through closing. Hector Kurumsal advises on the buy side or the sell side: defining targets, valuation, due diligence and negotiation strategy, coordinated with your legal and tax advisers.

This page explains the concepts of merger, takeover and acquisition, the steps of the process and the differences between deal structures, with the clarity that owners and boards need. It is general information and does not replace legal or tax advice.

What are mergers and acquisitions (M&A)?

M&A is shorthand for the whole field of buying, selling and combining companies. Three terms are often confused, and each means something different.

Merger

A merger brings two or more companies together under a single legal entity. The Turkish Commercial Code (Law No. 6102) recognises two forms. In a merger by acquisition, one company absorbs another; the absorbed company ceases to exist and its assets and liabilities pass as a whole to the acquiring company. In a merger by formation of a new company, all merging companies cease to exist and their assets pass to a newly formed company.

Acquisition

An acquisition is the purchase of a company's shares or assets for consideration. In a share transfer, the buyer takes the shares and the company continues as the same legal entity. In an asset deal, the buyer takes only the assets it selects and the obligations it expressly assumes. In both cases the companies may remain separate; combining them later is a separate decision.

Takeover

In business usage, a takeover generally means a company obtaining control of another. In Turkish legal terminology, “devralma yoluyla birleşme” (merger by acquisition) is the specific Commercial Code term described above. When you see the word in a contract or meeting note, it is worth confirming which meaning is intended.

In short: in an acquisition the buyer gains control and the companies usually remain separate legal entities; in a merger the entities are combined. The economic aim is often the same, whether growth, market share, capability, scale or a change of ownership.

Who needs M&A advisory?

• Owners who want to sell all or part of their company, including family businesses facing succession, a partner exit or a search for a new partner
• Companies and boards seeking growth, a new market or new capabilities through acquisition
• Foreign companies and investors who want to buy a business or form a partnership in Türkiye
• Turkish companies planning investments abroad
• Groups that want to simplify their activities or separate and divest a business line
• Similar-sized companies considering a merger to gain scale

Buy-side advisory: acquiring a company

On the buy side, the goal is to acquire the right company, on the right terms, at the right price. That calls for defining what you are looking for and screening the market systematically, rather than waiting for an opportunity to appear. Finding a company to acquire is often the most time-consuming step, because many of the best targets are not for sale.

• Acquisition strategy and target criteria
• Screening potential targets and making a confidential first approach
• Valuation of the target and synergy assessment
• Financial and operational due diligence, with risks reflected in price and contract
• Negotiation strategy and meeting coordination
• Planning post-merger integration

Sell-side advisory: selling a company

For an owner who says “I want to sell my company”, the central question is how to sell to the right buyer, at the right time, on the right terms. A sale is often a once-in-a-lifetime event for the owner, while the buyer may have done it many times. The value of advice lies in closing that gap in experience.

• Clarifying the decision and expectations, including a full or partial sale
• Preparing the company for sale: reporting, governance, reducing dependence on the owner
• Valuation and a realistic price range
• Identifying strategic and financial buyers and approaching them confidentially
• Preparing the teaser and information memorandum
• Negotiation, comparison of offers and process management through to closing

The acquisition process, step by step

Every transaction is different, but a well-run process generally follows the sequence below. On the sell side the steps are the same; only the perspective changes.

1. Strategy and objectives: Define why the transaction is being pursued and which sector, size, geography and capabilities matter. Budget and non-negotiable conditions are put in writing at this stage.
2. Target screening and buyer search: On the buy side, companies matching the criteria are screened; on the sell side, a list of strategic and financial buyers is built. First contacts are made with confidentiality in mind.
3. Non-disclosure agreement (NDA) and marketing documents: The parties sign an NDA. The seller shares a short anonymous teaser, followed by a detailed information memorandum.
4. Preliminary valuation and letter of intent (LOI): The buyer makes a preliminary valuation and submits a non-binding letter of intent setting out the main terms such as price range, structure, conditions and exclusivity.
5. Due diligence: The buyer reviews the company from financial, tax, legal, commercial, human resources and IT perspectives. Findings influence price, structure and contractual protections.
6. Price and contract negotiation: The share purchase agreement (SPA) is negotiated. The price mechanism, representations and warranties, indemnities, conditions precedent and non-compete provisions are settled.
7. Approvals and closing: Where required, shareholder and board resolutions, Competition Authority clearance and other regulatory approvals are obtained. Signing and closing take place once conditions are met.
8. Post-merger integration: Management, reporting, systems and human resources are integrated on a schedule planned in advance. This is where value is actually created.

Share transfer, asset deal or merger?

Deal structure matters as much as price, because it determines what is transferred, which liabilities pass to the other side and which approvals are needed. The table below compares the structures qualitatively. The choice should always be made together with legal and tax advisers.

Valuation and price: how is the value of a company determined?

Value and price are not the same. Value is the result of analysis based on the information available; price is the amount on which buyer and seller agree. Valuation exists to bring the two closer together.

In practice three approaches are used together: discounted cash flow, based on the cash the company is expected to generate; the market approach, based on multiples of comparable companies or transactions; and the net asset value approach, based on the value of assets. Which carries the most weight depends on the sector, the maturity of the company and the quality of the data.

Price is influenced by more than numbers. Customer and supplier concentration, dependence on the owner, reliability of financial reporting, leverage and growth outlook all shape the upper and lower bounds. To bridge the gap between a seller's expectation and a buyer's willingness to pay, mechanisms such as deferred payment or performance-linked additional payment (earn-out) can be used. Valuation is also available as a separate service.

Approvals, regulation and confidentiality

Several frameworks must be considered together before a deal can be completed. Transactions that exceed the Competition Authority's notification thresholds may require clearance. For listed companies, Capital Markets Board (SPK) rules apply, and in regulated sectors such as banking, energy and healthcare, the notification or approval requirements of the relevant authorities come into play. Personal data shared during due diligence should also be handled in line with the Personal Data Protection Law (KVKK).

These are matters for your legal advisers. Hector helps keep the transaction on schedule by planning the timeline and coordinating with the relevant specialists.

Acquiring a company in Türkiye: foreign investors

In Türkiye, the most effective way to do business is to meet the right people in your sector at the right time. For foreign investors, Hector helps you understand the market, its competitors and its customers, identifies potential targets, arranges discussions between companies and assesses feasibility. We introduce you to customers, competitors, partners and other market participants, and hold senior-level discussions on your behalf.

Family-owned companies are common among mid-sized Turkish businesses, and decisions are often made by a small circle of owners. Understanding who decides, what the owners want beyond price and how the business is reported are as important as the financial model. Local legal and tax advice is essential, and we coordinate with your advisers throughout.

• Defining investment strategy and target criteria together
• Identifying potential targets and guiding you to the most suitable one
• Arranging meetings and setting negotiation strategy
• Due diligence on the target company
• Coordination with local legal and tax advisers

Turkish companies investing abroad

For acquisitions and partnerships abroad, we define the target market, the investment structure and the strategy together, and plan and coordinate the process from start to finish. Our research also draws on public institutions and industry bodies. We coordinate with local advisers and the counterparty, act as a bridge between the parties, arrange meetings and set negotiation strategy with you.

Corporate finance: IPO, sale and leaseback, alternative financing

Companies typically fund investment, renewal and operating needs from their own resources or bank loans. Evaluating alternatives to bank credit for long-term investments requires careful planning and management. M&A is often part of these financing decisions, so we advise in the related areas as well.

• IPO and post-IPO process advisory: lower-cost financing, credibility, qualified talent and institutionalisation
• Sale and leaseback, converting short-term bank debt into medium- and long-term financing
• Risk and opportunity analysis, investment planning and fundraising
• Financial due diligence
• Fundraising and organisational support for SMEs

Common mistakes in buying and selling companies

Experience shows that transactions tend to run into trouble in the same places. Knowing them in advance saves buyers and sellers time and value.

• Starting unprepared: gaps in reporting, governance and contracts that surface during buyer discussions cost trust and price.
• Relying on a single buyer: a party with no alternative loses negotiating power.
• Focusing on price and neglecting structure: payment terms, warranties and conditions shape the outcome as much as the headline figure.
• Shortening due diligence: post-closing surprises are usually matters that were skipped at this stage.
• Loosening confidentiality: early leaks move employees, customers and competitors.
• Leaving integration to the end: unplanned integration lets acquired value quietly erode.

Why Hector Kurumsal?

• Independence: our advice rests on your objectives and the real conditions of the deal; we run the process with an honest assessment, not sales pressure.
• Confidentiality: every meeting, document and contact is handled within a confidentiality framework, with information shared in stages and only as needed.
• An integrated view: we bring valuation, audit and corporate governance experience into one team, so we can read both a company's numbers and its internal control and governance structure.
• Experienced people: our team combines professionals experienced in strategy, corporate development, finance and accounting with senior advisers who have audit and finance backgrounds.
• Coordination: we work alongside your legal and tax advisers and manage the transaction under a single timeline and responsibility matrix.

To discuss an acquisition, a sale or a merger, contact us for an initial conversation, held in confidence.