Timeline
5. Timeline

[Last updated: 1 January 2025, unless otherwise noted]

The table below contains a summarized overview of the main steps of a typical tender offer process under Turkish law.

Step

1. Preparatory stage:

  • Preparation of the offer by the offeror (study, due diligence, financing and preparation of the CMB application).
  • The offeror approaches the target and/or its key shareholders.
  • Negotiations with the target and/or its key shareholders.
  • In an MTO process, all necessary documentation must be ready to meet the strict deadlines outlined below.

2. Launching of the offer:

  • The offeror announces its decision to initiate a tender offer on the PDP.
  • The pricing methodology or the price must be disclosed at this point along with the decision to initiate a tender offer.
  • The amount of funds available and the source of the funds must also be disclosed.
  • In case of an MTO, the obligation is triggered with the acquisition of management control, e.g., share transfer, execution of a voting agreement

3. CMB application:

  • The offeror applies to the CMB regarding the VTO/MTO with the required documentation.
  • In case of an MTO, the MTO application must be filed within six business days from the MTO triggering event, e.g., share transfer, or in cases where the obligation to launch an MTO is determined by the CMB, the MTO application must be filed within six business days from the date of notification of the determination of the CMB .

4. CMB review and approval:

  • Review and approval by the CMB (no specific deadlines are set under the regulations, in practice it can take up to six weeks).
  • The information form on the VTO/MTO must be published on the PDP and the target's website within three business days following the approval.

5. VTO/MTO launch:

  • Target's board of directors is required to prepare a report on its opinion regarding the VTO to be disclosed on the PDP one business day prior to the launch (only applicable to VTO).
  • VTO/MTO must be launched within six business days from receiving the CMB's approval.
  • In any case, an MTO must be launched within two months from the triggering event.

6. Offer period:

  • The offer period must remain open for a minimum of 10 business days and a maximum of 20 business days.
  • The offeror is required to disclose the number and value of the shares purchased from the shareholders of the target (both on-exchange and off-exchange) along with the total number of shareholders who participated in the offer in each day during the offer period.
  • The offeror can increase the tender offer price or the number of the shares subject to its offer until one business day prior to the end of the VTO, in which case the offer period will be extended for two weeks (only applicable to VTO).
  • During the offer period, a third party is entitled to make a competitive offer. If the period of the competitive offer is longer than the VTO, the VTO's offer period can be extended to match the competitive offer's period. The shareholders that have already accepted the VTO are entitled to rescind their acceptance under certain circumstances (only applicable to VTO).
  • The offer period can be extended by two to three weeks subject to a change in the VTO's price or the number of the shares subject to the offer, or in the case of a competitive offer (only applicable to VTO).

7. Disclosure:

  • The updated ownership structure and management status of the target is to be disclosed in the PDP.

Set out below is an overview of the main steps for a public voluntary takeover offer and a public mandatory takeover offer in Türkiye.

5.1 Indicative timeline for a public voluntary takeover

Click here to view diagram for Türkiye.

5.2 Indicative timeline for a public mandatory takeover

Click here to view diagram for Türkiye.