Introduction
Takeover bids in Turkey are a central part of Turkish capital market law, especially where the control of a publicly held corporation changes. In Turkish practice, the mandatory tender offer regime is known as “zorunlu pay alım teklifi”. Its main purpose is to protect minority shareholders when a person, a company, or a group acting together acquires management control of a public company.
The principal legal basis is Capital Markets Law No. 6362, particularly Articles 25 and 26. Article 25 authorizes the Capital Markets Board of Türkiye, known as the CMB in English and SPK in Turkish, to determine the procedures and principles for voluntary takeover bids and mandatory takeover bids arising from significant transactions. Article 26 regulates the mandatory tender offer obligation when shares or voting rights giving management control in a publicly held company are acquired.
The main secondary regulation is the Communiqué on Takeover Bids II-26.1, published in the Official Gazette dated 23 January 2014 and numbered 28891. The CMB’s official communiqué list identifies II-26.1 as the takeover bid communiqué, and the CMB’s English-translated communiqué page also lists the Communiqué on Takeover Bids among the main translated capital market regulations.
A takeover bid is not merely a private transaction between the buyer and the selling shareholder. In listed and publicly held companies, a control acquisition affects all shareholders. The acquirer may change the company’s strategy, board composition, dividend policy, related-party transactions, financing structure and governance culture. The mandatory tender offer regime gives other shareholders an exit opportunity when management control changes.
What Is a Takeover Bid in Turkey?
A takeover bid is an offer made to shareholders of a publicly held corporation to purchase their shares under the rules determined by the CMB. It may be voluntary or mandatory. A voluntary takeover bid is initiated by the offeror without a statutory obligation, usually to acquire a significant stake or control. A mandatory tender offer arises by law when management control is acquired.
The Communiqué on Takeover Bids II-26.1 states that its purpose is to set out procedures and principles relating to voluntary and mandatory takeover bids in publicly held corporations. It is based on Article 25/2 and Article 26 of Capital Markets Law No. 6362.
The legal importance of a takeover bid is that it creates a regulated purchase opportunity for shareholders. Instead of leaving minority investors exposed to a new controlling shareholder without an exit right, the law requires the acquirer of control to make an offer to buy the shares of other shareholders who meet the relevant legal conditions.
In this sense, the Turkish takeover bid regime is an investor protection mechanism. It does not prevent acquisitions of public companies. Rather, it regulates the consequences of acquiring control.
Mandatory Tender Offer Under Article 26 of Capital Markets Law No. 6362
Article 26 of Capital Markets Law No. 6362 provides the core rule: in publicly held corporations, where shares or voting rights providing management control are acquired, an offer must be made to purchase the shares of other shareholders. The current consolidated text specifies that the offer is made to shareholders who were shareholders on the date when the acquisition of shares or voting rights was publicly disclosed.
This rule is crucial because it connects the obligation to management control, not merely to any ordinary share acquisition. A person may buy a small number of shares in the market without triggering a mandatory tender offer. But if the acquisition gives management control, the law requires an offer to other shareholders.
Article 26 also states that the CMB determines the procedures and principles relating to making a takeover bid and exemptions from the mandatory tender offer obligation.
This means the law establishes the principle, while the detailed process is governed by the CMB’s communiqué, board decisions and application practice.
Meaning of Management Control
The concept of management control is the threshold that triggers the mandatory tender offer obligation. Article 26/2 states that management control is deemed acquired where a person, alone or together with persons acting in concert, directly or indirectly holds more than 50% of the voting rights of the company. Management control is also deemed acquired where a person holds privileged shares giving the right to elect the absolute majority of the board members or nominate candidates for such number of board seats at the general assembly.
The Communiqué on Takeover Bids follows the same logic. It provides that direct or indirect ownership of more than 50% of voting rights, alone or together with persons acting in concert, or ownership of privileged shares conferring board majority election or nomination rights, constitutes acquisition of management control.
However, Article 26 also makes an important qualification: if management control cannot actually be acquired due to the existence of privileged shares, the situation is not treated as acquisition of management control for this purpose.
This rule matters in companies with complex privileged share structures. Voting percentages alone may not always reflect actual control. Legal analysis must therefore examine voting rights, privileged shares, board nomination rights, shareholder agreements and indirect ownership structures.
Persons Acting in Concert
Mandatory tender offer rules cannot be avoided by splitting acquisitions among related persons. The Communiqué defines persons acting in concert as natural persons or legal entities cooperating under an explicit or implicit, oral or written agreement with the offeror to acquire control of the target company, or with the target company to prevent successful completion of a bid process.
This concept is important in practice. Several persons may each acquire less than 50% of shares or voting rights, but if they act together and collectively acquire management control, the mandatory tender offer obligation may arise.
Examples may include related companies, family members, shareholders acting under a voting agreement, funds coordinated under common control, or investors cooperating under a private arrangement to control the board. The legal question is not merely who appears in the share ledger, but whether the parties are acting together to obtain control.
The Communiqué also recognizes that certain persons are deemed to act together for purposes of determining whether real or legal person shareholders have management control. This includes companies controlled by the relevant person, and persons controlling a legal person shareholder together with companies controlled by them.
Control Acquisition Without Share Transfer
A mandatory tender offer obligation may arise even if no shares are transferred. The Communiqué provides that even where there is no change in share ownership, if shareholders acquire management control through private written agreements among themselves, the mandatory takeover bid obligation arises.
This is highly significant. Control may be obtained through voting agreements, board nomination arrangements, shareholder protocols, management contracts or other private arrangements. If these arrangements effectively transfer management control, the law may treat them similarly to a share acquisition.
For example, if several minority shareholders sign an agreement giving one investor the right to determine board composition, vote as a block or control strategic decisions, the acquisition of management control may be examined under mandatory tender offer rules.
Therefore, M&A lawyers and transaction parties should not analyze only the percentage of shares transferred. They must also analyze contractual control rights.
Timing of the CMB Application
Once the mandatory tender offer obligation arises, the responsible person must apply to the CMB within the prescribed period. The SPK’s guidance for listed companies states that an application must be made to the CMB within six business days following the acquisition of shares giving management control, and that the actual tender offer process must begin within two months from the date the obligation arises.
Timing is one of the most important compliance issues. Delays may expose the acquirer to administrative sanctions, investor claims and reputational risk. If the acquirer believes an exemption is available, the exemption application must also be made within the relevant statutory and regulatory period. The Communiqué provides that exemption applications must be made to the CMB within six business days after the mandatory offer obligation arises.
If the CMB does not accept an exemption request, the Communiqué provides a shortened timetable: the normal two-month period for starting the actual tender offer process is applied as one month from the CMB’s rejection decision, and the acquirer must apply to the CMB within six business days with the required documents to conduct the tender offer.
Mandatory Tender Offer Cannot Be Conditional
A mandatory tender offer is different from many private M&A transactions because it cannot be made subject to conditions. The Communiqué expressly states that a mandatory takeover bid cannot be conditional.
This rule protects shareholders. Once management control has been acquired, minority shareholders should not be offered an uncertain exit dependent on financing, regulatory approvals, minimum acceptance thresholds or later commercial decisions.
In voluntary takeover bids, conditions may be more relevant depending on the structure and CMB rules. But in mandatory offers, the acquirer has already acquired control. The law therefore requires a firm and unconditional offer to the eligible shareholders.
Payment Method in Takeover Bids
The CMB’s 2014 announcement on the Takeover Bid Communiqué states that payments in takeover bids may be made in Turkish lira cash, or wholly or partly in securities, but cash payment is the principal rule and any payment wholly or partly in securities depends on the written consent of the shareholder.
This rule is commercially and legally important. Minority shareholders should not be forced to accept illiquid or risky securities instead of cash. If securities are offered, the shareholder’s written consent is required.
For offerors, this means financing must be planned carefully. A mandatory tender offer may require substantial cash if many shareholders accept the offer. Failure to secure funding before acquiring control may create serious legal and financial risk.
Offer Price and Fair Exit Opportunity
The mandatory tender offer price is one of the most sensitive issues in takeover transactions. Although the detailed price calculation rules must be checked under the current Communiqué and CMB practice for each specific case, the general investor-protection purpose is clear: minority shareholders should receive an exit opportunity on fair and legally determined terms after control changes.
In practice, the offer price may be affected by acquisition price, market price data, transaction currency, timing, block sale terms, indirect acquisition structure and CMB calculations. If the control acquisition occurred through a block purchase at a premium price, minority shareholders will closely examine whether the mandatory tender offer price reflects that premium.
Because price rules may be technically detailed and may change through amendments, offerors should not rely on informal calculations. A legal and financial review should be conducted before signing a share purchase agreement that may trigger a mandatory tender offer.
Shareholders Entitled to Benefit From the Offer
Under the current Article 26 wording, the mandatory tender offer is made to other shareholders who were shareholders on the date when the acquisition of shares or voting rights giving management control was publicly disclosed.
This date is important because it determines the eligible shareholder group. If shares are traded on the exchange after the control acquisition is publicly disclosed, later buyers may not necessarily have the same entitlement depending on the applicable rules and offer process.
For investors, the public disclosure date should therefore be followed carefully. For offerors and target companies, the disclosure must be accurate and timely because it affects eligibility, market pricing and potential investor expectations.
Voluntary Takeover Bids
Not every takeover bid is mandatory. An investor may voluntarily make an offer to acquire shares of a publicly held company. Voluntary bids may be used to acquire a significant stake, increase ownership, attempt to gain control or provide liquidity to shareholders.
The Communiqué regulates both voluntary and mandatory takeover bids in publicly held corporations.
Voluntary takeover bids may be strategically useful because an investor can structure a transparent acquisition process instead of accumulating shares in the market. A voluntary bid may also prevent disputes regarding selective acquisition or unequal treatment.
However, voluntary bids must comply with CMB procedures. Offer information, payment method, timetable, offeror identity, financing and disclosure must be handled carefully.
Exemptions From Mandatory Tender Offer Obligation
The mandatory tender offer regime includes exemption mechanisms. Exemptions are important because not every technical change in control justifies a mandatory offer. The CMB has authority to evaluate exemption requests.
The Communiqué identifies several circumstances where the obligation may not arise or where exemption may be granted. These include acquisition of management control following a voluntary takeover bid made to all shareholders for all their shares, acquisition of control through private written agreements approved by the general assembly where dissenting shareholders are granted exit rights under relevant CMB rules, reacquisition of more than 50% voting rights by a controlling shareholder after falling below the threshold before control passes to third parties, and intra-group transfers among entities under the same real or legal person’s management control.
The Communiqué also identifies exemption-related cases such as changes of control at the parent company level that do not aim to acquire control of the public target company, privatization of public shares in publicly held corporations under privatization, and control changes arising from mergers involving special-purpose acquisition company structures under specified conditions.
Exemptions should not be assumed automatically. The Communiqué states that exemption applications must be made to the CMB within six business days after the mandatory offer obligation arises, and the CMB evaluates whether the exemption conditions are satisfied.
Intra-Group Transfers
Intra-group transfers are common in corporate restructuring. A controlling shareholder may transfer shares of a public company from one group company to another without changing ultimate control.
The Communiqué recognizes that where voting rights giving management control are obtained due to transfer transactions within a group controlled by the same real or legal person, the mandatory tender offer obligation may be treated differently under the non-trigger or exemption framework.
The policy reason is clear. If ultimate control does not change, minority shareholders may not need the same exit protection as in a genuine sale of control to a third party. However, legal analysis is still necessary. The parties must show that the transaction is genuinely intra-group and that ultimate control has not changed.
Parent Company Control Changes
Sometimes control of a Turkish public company changes indirectly because the parent company is acquired. The Communiqué recognizes that if management control of the parent company changes but the transaction does not aim to acquire control of the Turkish public company, the CMB may consider factors such as whether the target company’s assets exceed a specified significance level compared with the parent company’s assets and whether the target has an important place in the parent’s business volume.
This rule is important for international M&A transactions. A global company may acquire another global group, and that group may happen to own shares in a Turkish listed company. If the Turkish target is not the purpose of the transaction and is not material within the parent structure, an exemption may be possible.
However, if the Turkish public company is a material asset or the acquisition is structured to obtain control of it, the mandatory tender offer analysis becomes more serious.
Privatization Transactions
The Communiqué also includes privatization-related rules. It recognizes sale of public shares in publicly held corporations under privatization as an exemption-related category.
Privatization transactions may involve specific public law, administrative law and capital market law considerations. The rationale is that privatization follows a special legal and policy framework, and mandatory tender offer rules may need to interact with public sale procedures.
Nevertheless, investors in listed companies subject to privatization should carefully monitor CMB announcements, KAP disclosures and transaction documents because privatization may materially affect control, management and market value.
Relationship With Significant Transactions and Exit Rights
Turkish capital market law also includes rules on significant transactions and exit rights. Article 25 authorizes the CMB to determine procedures and principles for mandatory takeover bids arising from significant transactions, in addition to voluntary takeover bids.
In some cases, a transaction may not be a simple share sale but may still affect shareholders substantially. Examples may include mergers, demergers, major asset sales, changes in corporate structure or arrangements affecting control. Depending on the transaction, the legal consequences may involve exit rights, takeover bid obligations or other investor protection mechanisms.
The correct route depends on the specific structure. A merger may trigger different rules from a block share acquisition. A voting agreement may trigger mandatory tender offer rules even without share transfer. A significant transaction may create withdrawal rights rather than ordinary tender offer consequences. Each case requires separate legal analysis.
Disclosure Obligations in Takeover Bids
Takeover bids require accurate and timely public disclosure. The acquisition of management control, the obligation to make a mandatory tender offer, the CMB application, approval of the offer information form, offer price, offer period and completion results may all require disclosure.
Because listed company shareholders trade based on public information, delay or incomplete disclosure may distort the market. If shareholders do not know that control has changed or that a mandatory offer will be made, they may buy or sell shares without understanding the legal consequences.
The SPK’s listed company obligations page states that the CMB application must be made within six business days after acquisition of management control and that the actual offer process must start within two months from the date the obligation arises.
For listed companies, these disclosures are usually made through KAP. For offerors, target companies and intermediary institutions, disclosure coordination is essential.
Role of the Target Company
The target company is not always the party making the takeover bid, but it plays an important role. The company must comply with disclosure obligations, provide information where required, cooperate with CMB processes, protect equality among shareholders and ensure that management does not mislead investors.
The target board must be careful not to act solely in favor of the existing controlling shareholder or incoming acquirer. Its duties are owed to the company and shareholders as a whole. If the board selectively shares information or fails to disclose material facts, liability may arise.
In contested takeover situations, the target’s conduct becomes especially sensitive. The Communiqué’s definition of persons acting in concert includes cooperation with the target corporation to prevent successful completion of a bid process.
This means defensive tactics and board actions must be legally reviewed.
Role of Intermediary Institutions
Takeover bids are conducted through regulated procedures and usually involve authorized intermediary institutions. The intermediary institution may help prepare the information form, coordinate the offer process, collect acceptances, manage payments and communicate with shareholders.
Because takeover bids involve public investors, intermediary institutions must act carefully. They should ensure that offer documents are consistent with CMB rules, payments are handled properly, acceptances are recorded and investor information is clear.
If an intermediary institution mismanages the process, liability may arise toward the offeror, shareholders or regulators. Proper documentation is essential.
Legal Liability of the Offeror
The offeror bears the primary responsibility for complying with mandatory tender offer rules. If the offeror acquires control but fails to apply to the CMB in time, delays the offer, offers an incorrect price, misstates information or tries to avoid the obligation through artificial structures, regulatory and civil consequences may arise.
The offeror must also consider persons acting in concert. If affiliated persons jointly acquire control, the CMB may look at the economic reality rather than formal ownership. Using nominee shareholders, indirect holdings or private agreements may not prevent the mandatory offer obligation.
Before acquiring shares in a public company, the buyer should conduct a takeover bid analysis. This should be part of the M&A due diligence process. Failure to plan for mandatory tender offer financing can make the transaction commercially dangerous.
Legal Liability of Sellers
Sellers of controlling shares may also face legal issues. While the mandatory tender offer obligation generally falls on the acquirer of control, sellers must ensure that transaction disclosures are accurate and that contractual arrangements do not mislead the market.
In a block sale, the seller may receive a control premium. Minority shareholders will then examine whether the mandatory tender offer price reflects applicable legal calculations. If the transaction is structured to hide consideration, side payments or indirect benefits, the CMB may scrutinize the transaction.
Share purchase agreements should therefore clearly disclose consideration, related arrangements, deferred payments, earn-outs, guarantees and side agreements where relevant.
Minority Shareholder Protection
The mandatory tender offer regime is fundamentally designed to protect minority shareholders. When control changes, minority investors may no longer wish to remain invested under the new controlling shareholder. The law gives them an opportunity to exit.
This protection is especially important in markets where controlling shareholders can significantly influence board composition, related-party transactions, dividend policy and corporate strategy. Minority shareholders cannot easily prevent control changes, but they can be given an exit right at a regulated price.
The 2026 academic literature also characterizes the mandatory takeover bid regime under Article 26 as an obligation imposed on persons acquiring management control of a publicly held joint-stock company to offer to purchase the shares of other shareholders according to the procedure prescribed by law.
Mandatory Tender Offer and Corporate Governance
Takeover bids are closely connected to corporate governance. A change of control may transform the company’s governance structure. The new controller may appoint board members, change management, restructure subsidiaries, alter dividend policy, approve related-party transactions or pursue mergers.
For this reason, mandatory tender offer rules should be read together with corporate governance, material event disclosure, related-party transaction and minority shareholder protection rules. A legally compliant tender offer does not give the new controller unlimited freedom to disregard minority shareholders afterward.
Listed companies must continue to comply with CMB corporate governance rules, public disclosure obligations and related-party transaction procedures after the acquisition.
Mandatory Tender Offer and M&A Transactions
Any acquisition of a Turkish public company should include a mandatory tender offer analysis from the earliest negotiation stage. The buyer should ask:
Does the target qualify as a publicly held corporation?
Are the shares traded on Borsa İstanbul?
Will the buyer acquire more than 50% voting rights?
Are there privileged shares giving board majority rights?
Will control be obtained indirectly through a parent company?
Are there persons acting in concert?
Are there shareholder agreements or voting arrangements?
Is an exemption available?
What is the estimated tender offer price?
How will the offer be financed?
What disclosures are required?
What is the timetable for CMB application?
Without this analysis, a buyer may unexpectedly become obligated to make an expensive public offer after closing.
Practical Checklist for Offerors
An offeror planning to acquire control of a Turkish public company should follow a structured checklist.
First, determine whether the target is a publicly held corporation. Second, analyze voting rights, privileged shares and board nomination rights. Third, identify persons acting in concert. Fourth, determine whether management control will be acquired directly or indirectly. Fifth, calculate the potential offer price with legal and financial advisors. Sixth, prepare financing for the mandatory offer. Seventh, review whether any exemption may apply. Eighth, prepare CMB application documents within the required period. Ninth, coordinate KAP disclosures. Tenth, conduct the offer through authorized procedures and complete payment properly.
This checklist should be completed before signing the share purchase agreement, not after closing.
Practical Checklist for Minority Shareholders
Minority shareholders should monitor control changes carefully. If a shareholder acquires management control, minority investors should review KAP disclosures, CMB announcements, the offer information form, offer price, offer period, eligibility date and payment method.
Shareholders should ask: Was I a shareholder on the relevant public disclosure date? What is the offer price? Is the payment cash or securities? Has the CMB approved the information form? What is the offer period? Are there any disputes about exemption? Does the offer reflect the acquisition terms?
If shareholders believe a mandatory offer was not made, was delayed, or was made at an incorrect price, they should preserve account records, KAP disclosures and transaction data and seek legal advice.
Common Legal Mistakes
Common mistakes in Turkish takeover bid practice include assuming that only direct share transfers matter, ignoring voting agreements, failing to identify persons acting in concert, overlooking privileged shares, delaying CMB application, assuming an exemption without applying, underestimating financing needs, failing to disclose side payments, misunderstanding eligibility date and treating securities payment as equivalent to cash without shareholder consent.
Another common mistake is confusing a private M&A closing with completion of capital market obligations. Closing a share purchase agreement does not end the process if a mandatory tender offer is triggered. It begins the public law compliance stage.
Conclusion
Takeover bids in Turkey are regulated mechanisms designed to protect shareholders when control of a publicly held corporation changes. The main legal basis is Capital Markets Law No. 6362, especially Articles 25 and 26, and the main secondary regulation is the Communiqué on Takeover Bids II-26.1. The CMB’s official legal framework lists II-26.1 among the core issuer-related capital market regulations.
The mandatory tender offer obligation arises where shares or voting rights giving management control are acquired in a publicly held corporation. Management control is generally deemed acquired where more than 50% of voting rights are held directly or indirectly, alone or together with persons acting in concert, or where privileged shares confer the right to elect or nominate the board majority.
The regime is not limited to ordinary share purchases. Control may also be acquired through private written agreements, indirect parent company transactions or arrangements among persons acting in concert. Applications must be made to the CMB within the relevant timetable, and the actual offer process must begin within the prescribed period.
For offerors, takeover bid compliance requires legal analysis, financing, disclosure and CMB application planning. For minority shareholders, the regime provides an exit opportunity when control changes. For public companies, it supports market transparency and corporate governance. For M&A practitioners, it is one of the most important legal issues in acquisitions of Turkish listed and publicly held companies.
In conclusion, any investor, buyer, seller, board member, intermediary institution or minority shareholder involved in a Turkish public company control transaction should obtain professional legal advice before acting. Mandatory tender offer rules are technical, time-sensitive and high-liability. A transaction that appears to be a simple share acquisition may create a major public offer obligation under Turkish capital market law.
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