This practical guide explains how foreign investors can execute an international/intercity transport company acquisition (M&A) in Turkey. It covers deal structuring (share vs. asset deals), licensing and change-of-control issues, operational and regulatory due diligence, labor and data compliance, tax and e-documents, as well as transaction documents, closing mechanics, and post-closing integration. The phrase “international/intercity transport company acquisition (M&A) in Turkey” is used throughout to keep scope precise.
Market entry routes and transaction perimeter
Foreign buyers generally choose between (i) a share purchase (taking over the Turkish target entity with all its licenses, contracts, and liabilities), or (ii) an asset deal (selecting vehicles, contracts, depots, and intangible rights into a newco). Share deals are quicker for continuity of permits and customer relationships, while asset deals may better ring-fence legacy liabilities. Hybrid solutions—e.g., hive-down of the operating line into a clean subsidiary followed by a share purchase—are common in larger transactions.
Licensing, permits, and change-of-control
For road haulage, the authorization certificates and their classes are central to value:
• Domestic for-hire with own fleet: typically K1 authorization certificate.
• International for-hire with own fleet: typically C2 authorization certificate.
• Transport organizer/broker: R1 (domestic) / R2 (international).
• Integrated forwarding: consider TİO authorization (transport organizer).
In an international/intercity transport company acquisition (M&A) in Turkey, confirm which certificates the target holds, their scope, their expiry dates, and whether a share transfer triggers notifications or re-issuance. Validate the responsible manager’s qualifications and continuity, vehicle lists registered to the company, minimum equity/asset thresholds, garage/parking capacity, and whether U-ETDS reporting is accurate and up to date. If the model includes dangerous goods, confirm ADR compliance (vehicles, equipment, trained drivers, and documented procedures).
Operational diligence: fleet, safety, and insurance
Conduct a physical and documentary audit of tractors, trailers, and light commercial vehicles: registration, liens/pledges, accident and repair history, OEM warranties, tachograph downloads, and maintenance logs. Verify compulsory motor third-party, casco (comprehensive), carrier’s liability (CMR for international carriage), employer’s liability, and general liability cover. Review claim histories, deductibles, loss payee clauses, and notice/approval requirements for change of control. Where cold-chain services exist, add temperature mapping, calibration records, and exception handling SOPs.
Commercial diligence: customers, tariffs, and SLAs
Scrutinize top-20 customers, route and margin analytics, fuel surcharges, toll pass-throughs, waiting/idle fees, and on-time KPIs. Identify contracts with change-of-control clauses, exclusivity, or non-compete restrictions. For subcontracted capacity, examine vetting processes, insurance and indemnity flow-downs, and whether subcontractor use inadvertently creates de facto employment or joint liability exposures. Confirm e-document readiness (e-Invoice, e-Archive, e-Dispatch/e-İrsaliye), POD processes, and claims handling timelines.
Labor, union, and OHS (İSG)
Map the workforce: drivers, dispatch, warehouse, mechanics. Review employment agreements (variable hours, per-diem, overtime), union representation (if any), accrued benefits, and pending disputes. Check SRC certificates, psychotechnical evaluations, periodic medical exams, and ADR training where relevant. OHS compliance requires risk assessments, emergency plans, PPE programs, incident logs, and contractor management. Pay special attention to driver monitoring policies and rest rules to mitigate fatigue risk.
Data protection (KVKK), telematics, and IT
Telematics, dashcams, fuel card analytics, and TMS/WMS platforms involve personal data of drivers and customers. Ensure KVKK-compliant privacy notices, processing registers, and data processing agreements are in place. Confirm lawful monitoring, retention schedules, and role-based access. Assess ownership and portability of historical telematics data; plan API access or data escrow to avoid business disruption post-closing.
Tax, incentives, and structuring
In a share deal, stamp tax usually arises on certain documents; in asset deals, VAT, stamp tax, and potential transfer fees may apply depending on asset category and structure. Evaluate net operating losses, investment incentives, and pending tax audits. If you use an SPV/operator split, align transfer pricing and intercompany service/lease agreements, benchmarked to market. For foreign shareholders, plan dividend repatriation, management fee flows, and hedging of FX exposures tied to fuel and lease costs.
Competition/merger control
Assess whether Turkish merger control filing thresholds are met based on parties’ Turkey and worldwide turnovers. If notifiable, plan for suspensory filing and allocate regulatory risk (long-stop date, cooperation covenants, remedies) in the SPA. Coordinate timing with financing and customer consents to avoid closing delays.
Transaction documents and risk allocation
Key documents include: (i) Share Purchase Agreement (or Asset Purchase Agreement), (ii) Disclosure Letter, (iii) Transition Services Agreement (as needed), (iv) Non-compete/Non-solicit with sellers, and (v) lease/real estate assignments. Negotiate comprehensive representations and warranties on licenses, fleet, contracts, compliance (U-ETDS, ADR, OHS, KVKK), taxes, and litigation. Use specific indemnities for known risks (e.g., traffic fines, toll debts, hidden accident damage, labor claims). Consider W&I insurance for larger deals; couple with a tailored escrow/holdback to cover short-tail risks.
Closing mechanics and CPs
Typical conditions precedent: regulatory clearances (merger control, sector notifications), confirmatory lien releases, insurance endorsements, responsible manager continuity, updated vehicle lists, and key customer consents if contractually required. Prepare closing deliverables: share transfer forms, board/shareholder resolutions, updated signatory lists, license records, pledge releases, and IT access credentials. Align fuel card and toll OBU transfers to avoid service interruptions on Day 1.
Post-closing integration
Run a 90-day plan to stabilize operations: renew insurance, refresh SOPs, harmonize tariffs and surcharges, implement a unified telematics dashboard, and migrate to your e-document and U-ETDS configurations. Audit driver files and training matrices; schedule preventive maintenance; initiate customer QBRs to defend volumes and expand lanes.
Illustrative timeline
Weeks 1–3: Term sheet, preliminary diligence, exclusivity.
Weeks 3–8: Full legal/financial/operational diligence; draft SPA/APA and ancillary documents; prepare merger filing (if required).
Weeks 8–12: Sign; obtain regulatory clearances and consents; finalize financing; run integration readiness.
Weeks 12–14: Close; execute Day-1 checklist; launch 90-day integration.
With disciplined diligence, clear regulatory mapping, and robust contractual protections, an international/intercity transport company acquisition (M&A) in Turkey can deliver immediate market entry, continuity of licenses, and bankable asset control for foreign buyers.
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