MERGERS AND ACQUISITIONS IN TERMS OF CAPITAL MARKET LAW(SEPTEMBER 2020)

If one or more of the companies participating in the merger is a Public Joint Stock Company, the capital market legislation shall also apply. The public company that is a party to the merger must obtain the permission of the CMB before the general assembly where the agreement on the merger shall be approved and ensure that the shares to be offered for sale due to the merger are registered with the CMB. Although the merger procedure was not interfered with, the regulations regarding the public disclosure in the merger transactions and the financial statements to be issued by the merging enterprises were included in the Law.  

If one of the companies participating in the merger is a Public Joint Stock Company, there is a “Board Registration” requirement for the share certificates to be offered for sale due to the merger. The existence of "Board Approval" prior to the merger is required.  

However, merging party companies have to report certain situations to the competent authorities in some cases. In this context, companies whose stocks are offered to public on the stock exchange should inform the CMB and ISE on the same day at every stage of the merger transaction. Those whose stocks are not offered to the public in the stock exchange must notify the CMB of the situation within five days of the merger process, as well as submit a copy of the merger underlying contracts in the notification attachment.  

CMB has the authority to regulate mergers and acquisitions. The CMB issued communiques within the scope of its authority, and made regulations on merger transactions.  

Companies whose shares are traded on stock exchanges and are in merger, transfer or liquidation are obliged to draw up a table showing the financial status of the merger, transfer or liquidation decisions and have it audited by independent auditing companies.  

Companies and auxiliary organizations that have to undertake special audits in accordance with the Board's communiques, subject to the public offering permission granted to them after their application to the Board, and the financial statements of the companies' general assemblies or their authorized bodies, which constitute the basis for the merger, transfer or liquidation decisions, audit principles and rules. Inspection by a supervisory body within the framework of a special supervision subject. In the special audit, the economic and financial statements that can be audited must have been prepared by the end of the month when the auditing studies started.  

Interim financial statements to be issued in case of merger, transfer and liquidation and the summary of the report on independent audit regarding these statements are presented to the shareholders before the meeting of the general assembly and read in the general assembly. Financial statements and independent audit reports are sent to the Board within 30 days following the relevant general assembly meeting.  

In merger transactions to be carried out in line with the Turkish Trade Law and Personal Data Protection Law regulations, if one of the parties participating in the merger is a Public Joint Stock Company, it is also obligatory that the shares to be offered for sale are included in the Board records.