Achieving a successful business acquisition in Türkiye : Key questions to consider before buying

Achieving a successful business acquisition in Türkiye : Key questions to consider before buying

The questions covered in this article :

1. Does Türkiye offer a favourable environment for M&A transactions?
2. Which sectors offer the strongest M&A opportunity in Türkiye?
3. How can the right acquisition targets be identified in Türkiye?
4. How should dialogue be initiated with a target company in Türkiye?
5. How can the true value of a target company in Türkiye be assessed?
6. Is there a preferred acquisition structure in Türkiye?
7. How can an acquisition in Türkiye be safeguarded through closing?
8. What challenges should be anticipated after an acquisition in Türkiye?
9. Which mistakes are most costly for foreign buyers?
10. How does Advantis Conseils Türkiye support foreign companies in M&A transactions?

1. Does Türkiye offer a favourable environment for M&A transactions?

Yes. Türkiye generally offers a favourable environment for foreign direct investment and an active M&A market. Its legal openness to international capital, diverse industrial base and opportunities to partner with local businesses are important attractions.

According to Deloitte Türkiye, the Turkish M&A market recorded 450 transactions in 2025, with an estimated total value of USD 16.2 billion. These figures indicate substantial deal activity, although opportunities and investment conditions vary significantly by sector.

Foreign investors generally receive the same treatment as domestic investors

Türkiye's foreign investment framework is based on Foreign Direct Investment Law No. 4875, which establishes freedom of investment and equal treatment for Turkish and foreign investors, subject to special provisions under international agreements and certain sector-specific laws.

In practice, a French, Belgian or Swiss group can establish a business in Türkiye, acquire an equity interest in a local company or take control of an existing business on broadly the same basis as a domestic investor. Transactions nevertheless remain subject to corporate, competition and tax law and, where applicable, specific approvals in regulated sectors.

This openness is a significant advantage for international groups seeking to expand through acquisitions without necessarily having to work with a Turkish partner.

100% ownership is possible in most sectors

Contrary to a common misconception, foreign investors are generally not required to partner with a local shareholder to acquire a Turkish company. In most industrial, commercial and service activities, they can acquire the entire share capital of an existing company, whether it is a joint-stock company (Anonim Şirket – A.Ş.) or a limited liability company (Limited Şirket – Ltd. Şti.). This enables the buyer to obtain full equity control of the investment and integrate the company into its international organisation.

A majority or minority investment may nevertheless be more appropriate where the existing owner-manager needs to remain involved, or where that person's expertise, commercial relationships and capabilities account for a substantial part of the value sought.

The ownership structure should therefore reflect strategic objectives and negotiated terms, rather than any general obligation to have a local partner.

A dense network of family-owned and industrial companies creates succession and equity investment opportunities

Türkiye's economy comprises a substantial number of SMEs, mid-sized companies, industrial groups and family businesses, often built over several generations. Some have established strong market positions, recognised technical capabilities or significant export activity without necessarily enjoying the international visibility of large corporations. This creates different types of opportunities for foreign investors.

Some shareholders may consider selling as a founder gradually retires or where no family successor is available. Others seek an industrial partner to finance the next phase of growth, internationalise sales or modernise production facilities. Opening up the share capital can also give a Turkish business access to technology, new markets or the resources of an international group.

However, companies with strategic appeal must be distinguished from those genuinely open to an equity transaction. Such information is not always public and often requires confidential screening and engagement.

A diversified industrial base providing competitive access to regional and export markets

Türkiye has a dense, diversified industrial ecosystem closely integrated into international value chains. This is an asset for foreign investors seeking to strengthen manufacturing capabilities or expand exports. Production spans numerous industries, including automotive and components, mechanical engineering, metallurgy, industrial machinery and equipment, electrical engineering, chemicals, plastics, textiles, food processing, medical devices and emerging technologies.

The country benefits from an extensive network of industrial SMEs, family companies, national groups and multinational subsidiaries, many with recognised technical know-how and substantial international experience. Manufacturing activity is organised around specialised hubs, including Istanbul, Bursa, Kocaeli, Izmir, Ankara, Konya and Gaziantep. These ecosystems bring together manufacturers, subcontractors, specialist suppliers and industrial service providers, facilitating business synergies.

Türkiye's geographical position and its trade integration with the European Union through the Customs Union, which applies to certain categories of goods, can also support manufacturing and export strategies. Actual benefits depend on the products concerned, rules of origin and applicable customs requirements.

For a foreign buyer, an acquisition in Türkiye can therefore provide existing industrial capacity, broaden a product portfolio, integrate specialised know-how, secure supplies or establish a regional production platform.

Investment incentives can further enhance a project's attractiveness

Türkiye operates public investment-support mechanisms whose conditions depend in particular on the sector, location, nature and value of the project. Depending on the scheme, these measures may include tax reductions, customs duty or VAT exemptions for certain eligible investments, employment assistance, financial support or specific programmes for technology and industrial activities. The incentive system was notably reorganised in 2025, with programmes designed to promote certain strategic, sectoral and regional investments.

In an acquisition, the relevance of these measures must be assessed against the post-acquisition plan: plant expansion, equipment modernisation, capacity increases, new activities or technological investment. Purchasing shares in an existing company does not automatically qualify for public support. Eligibility conditions for proposed investments must be checked, together with the position of any investment incentive certificates already held by the target. An acquisition may thus combine the takeover of an operational industrial facility with additional investment that could qualify for support.



2. Which sectors offer the strongest M&A opportunity in Türkiye?

Sectors with significant M&A activity

Türkiye's M&A market includes strategic investors, industrial groups, investment funds and financial institutions.

The following sectors present different drivers of potential transactions:

Life sciences, healthcare and biotechnology. Acquisitions may strengthen product portfolios, add manufacturing or testing capabilities, provide access to scientific and regulatory expertise, or expand commercial presence. In regulated activities, licences and operational continuity require particular attention.

Energy and infrastructure. Transactions may involve generation assets, technical service companies, project developers or specialist businesses. Permits, contractual arrangements and investment requirements play a decisive role in valuation.

Food and beverages. Opportunities may arise through brands, processing capacity, distribution networks and logistics infrastructure. Certifications, traceability and equipment quality are important considerations.

Technology and telecommunications. Acquisitions may provide access to software, platforms, development teams, proprietary technology or customers. Intellectual property, recurring revenue, contracts and regulatory constraints require close scrutiny.

Retail and consumer goods. Acquiring a business may provide an established brand, retail locations, distribution networks or an existing customer base. Store-level performance, inventory turnover and margins are generally central issues.

These are sectors of interest, not a fixed statistical ranking.

Sectors in which an acquisition can be a particularly effective market-entry route

In other industries, the case for M&A primarily rests on the ability to acquire assets or market positions that would otherwise be costly or slow to develop.

Organised food retail.Acquiring an existing chain may provide access to locations, customers, a logistics organisation and supplier relationships. Market concentration and economies of scale must nonetheless be assessed.

Logistics and transportation.Acquiring an operator can immediately provide warehousing capacity, a fleet, geographical coverage, experienced teams or commercial relationships. Asset condition, financial commitments and operating permits require special attention.

Industry and manufacturing. Acquiring a Turkish manufacturer may provide production facilities, technical teams, certifications, suppliers and existing customers. It can also complement a product range, enable vertical integration or improve an international group's competitiveness.

Automotive and mobility. The sector benefits from a well-structured industrial ecosystem of manufacturers, suppliers, subcontractors and technology companies. Acquisition opportunities may involve production, components, electronics, embedded software or mobility services.

Fintech and financial services. Acquisitions may provide access to specialised technologies, experienced teams or licensed activities. They nevertheless require particularly thorough regulatory analysis, as changes in shareholding or control may be subject to approval.

Sector attractiveness must be assessed against the expected synergies

For a foreign group, the essential question is what an acquisition would deliver faster or more effectively than establishing its own operations: market access, manufacturing capacity, a product portfolio, technical skills, certifications, distribution networks or competitive positioning.

An M&A strategy becomes particularly relevant where organic growth requires substantial investment, long lead times or access to resources that are difficult to develop in-house.



3. How can the right acquisition targets be identified in Türkiye?

Go beyond company lists to uncover less visible opportunities

Company databases, business directories and official registers are useful starting points for identifying Turkish businesses. They generally provide certain details about legal existence, registered activities, location and, in some cases, financial indicators. However, these sources do not always adequately reflect a company's industrial or commercial reality. Some highly specialised Turkish SMEs have a limited online presence despite a recognised industry position. Conversely, a highly visible company may be of little interest in light of the buyer's objectives.

The most relevant opportunities are not necessarily companies publicly offered for sale. Some transactions emerge from direct approaches to shareholders who had not initially planned an exit. Research should therefore combine documentary data, knowledge of professional ecosystems and on-the-ground qualification.

Map the ecosystem to understand market participants and sector dynamics

Before preparing a target list, it is essential to understand how the market operates. Ecosystem mapping identifies major manufacturers, distributors, subcontractors, integrators, suppliers, international participants and local groups, while analysing their relationships and competitive positions. It helps establish whether a market is fragmented or concentrated, which companies possess distinctive capabilities, who controls the main distribution channels and where consolidation may be possible. Trade associations, chambers of industry, organised industrial zones and sector clusters can provide additional intelligence.

This approach can also reveal indirect targets: companies active in adjacent areas, manufacturers with complementary capabilities, or businesses that could support vertical integration.

For more information, explore our Strategic & Business Intelligence solution

Adapt acquisition criteria to the Turkish market

Foreign groups often begin a search with predefined criteria: revenue, EBITDA, headcount, industrial capacity, geographical coverage or export share. Such criteria are necessary but may need adapting to local market characteristics. For example, a Turkish industrial business may fall below the initial size threshold while holding valuable certifications, technical expertise or production capabilities. Likewise, financial information prepared under different accounting frameworks should not be compared without adjustments. It may therefore be useful to distinguish mandatory criteria from preferred ones.

The aim is not to lower the buyer's standards, but to avoid excluding opportunities with strong industrial or commercial synergies through overly rigid specifications.

Discreetly pre-screen reputation, governance and key dependencies

A company that meets technical and financial criteria is not necessarily a suitable acquisition target. Before formal engagement, initial screening can assess its reputation, ownership structure, management stability and dependencies that might undermine a transaction. This assessment may consider customer concentration, reliance on a particular supplier, the founder's central role, or relationships among companies within a family group. Where possible, it is also useful to understand whether shareholders might consider a full exit, minority investment or an industrial partner.

This process must be conducted discreetly, using public information and lawful exchanges, while observing confidentiality obligations. It allows companies whose apparent potential does not represent a genuine transaction opportunity to be eliminated progressively.

Prioritize targets by potential, accessibility and transaction feasibility

A search typically identifies several companies with varying levels of attractiveness. A shortlist should therefore be based on a multi-criteria assessment covering:

• Strategic potential: the target's expected contribution to the buyer's development objectives.
• Shareholder accessibility: the possibility of initiating dialogue and considering a transaction.
• Transaction feasibility: the likely valuation, apparent risks and legal or regulatory constraints.

This prioritisation concentrates resources on the most promising opportunities rather than multiplying untargeted contacts. Effective screening should ultimately produce a shortlist of qualified targets aligned with the acquisition strategy and capable of leading to a transaction.



4. How should dialogue be initiated with a target company in Türkiye?

Prioritise direct, senior-level contact tailored to local business practices

An effective approach should generally be personalised and conducted at the appropriate seniority level. For a foreign investor, an experienced local representative can help identify the right contacts, understand expectations and present the project within an appropriate professional framework. The aim is to position the transaction from the outset as a serious strategic initiative rather than an opportunistic search for companies for sale. The initial message should explain the buyer's motivations, desired complementarities and the potential benefits of a partnership, without introducing price negotiations prematurely.

Identify the actual decision-maker and the right intermediary

The CEO of a Turkish company is not necessarily its principal shareholder, and the majority shareholder is not always the sole decision-maker. In some family businesses, major decisions may involve several generations, different partners or relatives who do not hold operational roles. Approaching an unsuitable person can create misunderstandings, delay the process or compromise confidentiality. Ownership, shareholder relationships and actual decision-making mechanisms must therefore be understood before detailed discussions begin. A credible professional or personal intermediary can help facilitate initial contact, provided confidentiality and independence are preserved.

Present strategic intent clearly without pressure or premature commitments

Initial contact should not be confused with a formal acquisition offer. Its primary purpose is to establish mutual interest and understand the motivations of the owner-manager or shareholders. Some may wish to sell their entire holding; others may favour a minority partner, capital increase, joint venture or industrial partnership. Investors should therefore explain their strategic objectives while leaving sufficient room for discussion.

Depending on the sensitivity of the transaction, the buyer's identity may be disclosed progressively, in agreement with the buyer. Absolute confidentiality cannot be guaranteed where legal or regulatory obligations require disclosure.

Use a phased communication process before exchanging sensitive information

Initial dialogue should test whether interests converge without unnecessarily exposing either party's confidential information. The first stage may cover an overview of the activities, potential complementarities and growth prospects. As discussions develop, a non-disclosure agreement (NDA) can govern information exchanges and each party's obligations. Information can then be shared progressively, from general presentations and summary financial indicators to the detailed records required for due diligence.

This gradual process protects both buyer and seller and helps avoid premature disclosure of strategic, commercial or technical information.

Adapt tone, timing and discussions to the shareholder's profile

Negotiations should reflect the seller's expectations and how the company operates. A founder planning retirement may approach the discussion differently from an owner seeking financial backing for expansion. Some shareholders wish to retain operational responsibility, while others envisage a full exit and prompt withdrawal. Understanding personal and professional motivations allows a tailored process without making generalised assumptions about Turkish business owners. Cultural awareness can build trust and help resolve issues arising during negotiations.

The quality of the first contact influences the entire transaction: it improves access to information, understanding of expectations and the identification of a transaction structure acceptable to both parties.



5. How can the true value of a target company in Türkiye be assessed?

Published financial statements do not always capture the full economic reality

The first challenge concerns the nature of available financial information.

Turkish companies may prepare accounts under different frameworks, including local tax and accounting rules or, where applicable, Turkish Financial Reporting Standards (TFRS). Tax accounts are not necessarily designed to directly provide the economic indicators used by international buyers to value a business. Currency movements, inflation, accounting adjustment rules and related-party transactions must also be considered. This does not mean that Turkish companies' accounts are inherently unreliable; rather, they may require analysis and normalisation before being used in a valuation model.

In particular, buyers must establish whether the reported profitability represents sustainable and repeatable performance after completion.

Standard due diligence may not fully explain the target's economic value

Financial, legal and tax due diligence are essential to identify acquisition risks. However, their scope should reflect the company's particular characteristics and business environment. A document-based review may uncover financial liabilities, accounting anomalies, tax exposures or litigation without necessarily revealing the actual condition of equipment, maintenance requirements, customer dependencies or the crucial role of a manager in commercial activity. Financial reviews should therefore be complemented, where warranted, by commercial, industrial, technical, organizational and regulatory investigations.

The objective is to understand not only what the business owns and earns today, but also what will enable it to sustain its performance tomorrow.

For more information, explore our Due Diligence & Company Audit in Türkiye solution

Use local experts to compare documented information with operational reality

First-hand local knowledge helps deepen the assessment beyond officially available information. Industrial site visits, interviews with operational managers, reviews of manufacturing processes and assessments of commercial relationships can provide essential decision-making information. For a manufacturing business, it may be necessary to verify machinery condition, actual available production capacity, inventory quality, supplier dependence and future capital expenditure requirements.

Local experts do not replace international auditors or legal advisers. Their added value lies in complementing specialist analyses and testing their consistency against actual operations.

Normalise the financial figures to avoid inappropriate valuations

Company valuations often rely on EBITDA, cash flows or multiples from comparable transactions. However, reported EBITDA must be examined to establish whether it reflects recurring profitability. Adjustments may concern exceptional expenses, related-party transactions, remuneration that is not at market levels or additional costs following the owner's departure. Equity value must also account for net debt, normalised working capital, debt-like items and any identified liabilities.

A business reporting high EBITDA but requiring significant industrial investment or consuming substantial cash does not necessarily have the same value as one producing consistent cash flows. Such analysis helps avoid both paying too much for earnings that cannot be sustained and rejecting an attractive opportunity because the accounts require adjustment.

Assess key assets, commitments and relationships on the ground

In some industrial acquisitions, considerable value lies in elements inadequately reflected on the balance sheet. These may include teams' technical know-how, certifications, long-standing customer relationships, specialist processes or a production organisation that would be difficult to replicate. Such elements require careful analysis, particularly to establish whether they will remain available after the change of ownership.

Conversely, major dependencies can reduce target value: excessive sales concentration, a single supplier, ageing machinery, lack of middle management or commercial relationships relying entirely on the founder. The strategic value of a business must therefore be assessed in terms of the resources and capabilities that can genuinely be transferred to the buyer.

Review licences, sensitive contracts and change-of-control provisions

In some sectors, business continuity depends on administrative approvals, licences, certifications or strategic contracts. Depending on applicable rules and contractual terms, a change of shareholder may require notification, prior approval or a contractual counterparty's consent. Buyers must also establish that intellectual property rights, essential assets and contractual relationships will remain usable after the transaction. A share acquisition, in which the company generally retains its legal identity, must be distinguished from an asset acquisition, which may require individual transfers of certain rights or contracts.

A target's real value therefore extends beyond financial performance and also depends on the durability of its assets, commitments and essential business relationships.



6. Is there a preferred acquisition structure in Türkiye?

Share deals: acquiring the company together with its assets, contracts and liabilities

A share deal involves acquiring all or part of the equity of an existing company. This structure is commonly used in acquisition-led growth, particularly when an investor wants to take over an operating business as a whole. In principle, the target retains its legal personality, assets, employees and contractual relationships. The transaction involves the shares owned by the selling shareholders.

A key advantage is business continuity, without establishing a new entity or transferring every asset individually. In return, the buyer gains control of a company that also retains its historic commitments and liabilities. Tax, employment, contractual, financial and environmental risks should therefore be examined and, where possible, addressed through warranties and contractual protection mechanisms negotiated with the sellers.

Asset deals: acquiring a defined set of assets or business activities

In an asset deal, the buyer purchases selected elements of a company's business rather than its shares. These may include industrial equipment, machinery, inventories, intellectual property, intangible assets or a business division. This approach can be attractive when a foreign group wishes to add manufacturing capacity or specific capabilities without acquiring the entire company. However, it requires additional checks on ownership and transferability of individual items. Commercial contracts, licences, administrative authorisations and certain rights may not be freely transferable. Employee-related issues must also be assessed under the applicable rules governing transfers of undertakings or establishments.

An asset deal can also entail specific tax consequences depending on the assets sold and the legal structure of the transaction. It should not be regarded as an automatic way to avoid all historical liabilities.

Minority investments, joint ventures and phased acquisitions

A minority investment can allow a foreign investor to establish a position in the market, support a growth phase or prepare a subsequent acquisition. A joint venture can combine an international group's financial, technological or commercial resources with those of a Turkish partner. A phased acquisition offers another option: an investor first acquires an equity stake and arranges to purchase the remaining shares at a later date.

These structures can facilitate succession and preserve customer or supplier relationships. However, they require clearly defined governance, including decision-making powers, financing, dividend distributions, share transfers and dispute resolution. When the buyer holds less than 100% of the equity, a shareholders' agreement (SHA) can be essential to govern the relationship among shareholders over time.

Structure payments over time to bridge buyer and seller expectations

Price negotiations are often among the main points of disagreement between the parties. Sellers may value their companies on the basis of historic growth and commercial prospects, while buyers must factor in future investments, risks and achievable synergies. Several mechanisms can help bridge these differences. An earn-out makes part of the purchase price conditional on future performance against contractually agreed criteria. Deferred consideration allows the purchase price to be paid in instalments.

A price holdback or escrow account can help secure performance of certain obligations or cover identified risks.

These mechanisms must be tailored to the circumstances. For example, an earn-out should define performance metrics, calculation rules and how the company will be managed during the measurement period to limit potential disputes.

Consider tax, regulatory and competition implications when choosing the structure

The chosen structure may affect taxation of shares and assets, deductibility of expenses, financing rules, registration duties and reporting obligations. Certain transactions must also be notified to the Turkish Competition Authority (Rekabet Kurumu) and cannot close before the required clearance is obtained. Since 11 February 2026, the general notification thresholds have changed, including reference thresholds of TRY 1 billion, TRY 3 billion and TRY 9 billion, depending on the turnover combinations specified by the rules. Certain technology sectors are subject to special provisions. Additional sector-specific approvals may also be required, particularly for regulated activities. The best structure is therefore not necessarily the simplest legally, but the one that allocates risks appropriately, protects both parties' interests and allows the industrial or commercial project to be implemented effectively.



7. How can an acquisition in Türkiye be safeguarded through closing?

Translate due diligence findings into transaction documents

Findings from financial, legal, tax and operational due diligence must be reflected in negotiated terms and transaction documentation, notably the share purchase agreement (SPA) in a share acquisition. Identified risks must be analysed according to their impact on enterprise value, the seller's commitments and each party's responsibilities. For example, a historical tax exposure may warrant a specific indemnity, unforeseen capital expenditure may justify a price adjustment, and a sensitive contractual commitment may require a particular warranty.

The objective is to convert audit findings into concrete measures: purchase price adjustments, seller representations and warranties, pre-closing obligations or indemnification mechanisms.

Due diligence should therefore not remain a purely analytical exercise: its findings must directly inform negotiation and the contractual protection of the deal.

Adjust the price for risks and the target's economic reality

The acquisition price is more than a valuation agreed by the parties. It must also reflect the company's actual financial position at closing and any remaining risks.

A number of parameters and mechanisms can be used:

• Net debt: accounting for financial debt and cash under negotiated definitions.
• Working capital: assessing the funding needed for day-to-day operations and comparing the actual amount with a normalised level.
• Closing adjustments: revising the price using financial parameters measured at completion, in accordance with the contract.
• Earn-out: an additional payment conditional on future commercial or financial targets.
• Escrow or price holdback: retaining or ring-fencing part of the consideration to secure seller obligations or cover identified risks.

These mechanisms serve different purposes and may be combined. Net debt and working capital adjustments notably help establish the final equity price, while earn-outs and holdback or escrow arrangements address future performance or protection against certain risks. Their effectiveness depends on precisely defined financial concepts, calculation methods and contractual implementation terms.

Secure licences, sensitive contracts and regulatory approvals before closing

An acquisition should not jeopardise the target company's operational continuity. It is therefore essential to check operating licences, administrative permits, certifications and strategic contracts on which the business depends. Some agreements include change-of-control clauses requiring notification or prior consent, or entitling a counterparty to terminate or renegotiate the contract. Similarly, certain regulated activities may require prior approval from competent authorities. Depending on applicable thresholds, clearance from the Turkish Competition Authority (Rekabet Kurumu) may also be required. These requirements must be identified early enough to obtain necessary consents, complete regulatory processes and build the relevant lead times into the transaction timetable.

The aim is to ensure that the buyer can actually continue operating the business on the intended terms after control changes hands.

Adapt conditions precedent and closing documentation to local practice

Completion of an acquisition may depend on satisfying certain formalities or obtaining prior approvals. Such conditions precedent must be clearly defined in the transaction documents, including each party's responsibilities, deadlines and consequences if a condition is not fulfilled. Closing documentation must also reflect the target's legal form and the requirements of Turkish law. The procedures for transferring shares in a joint-stock company (A.Ş.) differ from those applicable to equity interests in a limited liability company (Ltd. Şti.), which require specific formalities.

Preparation should cover corporate resolutions, signing authorities, transfer documents, required registrations and any banking or administrative formalities. A detailed closing schedule prepared with local counsel and other professionals helps coordinate these steps and reduce the risk of delay or disruption at completion.

Manage negotiations locally and address cross-cultural considerations

In a cross-border acquisition, negotiations involve more than exchanging financial proposals and legal documents. Understanding shareholders' expectations, decision-making processes and the pace of discussions is important, especially in entrepreneurial or family-owned businesses. Differences in perception may relate to valuation, requested warranties, the future role of the existing owner-manager or the division of responsibilities after completion. An experienced local representative can maintain regular dialogue, clarify positions, identify sticking points and adjust negotiations as circumstances evolve. Such support also helps assess the balance of negotiating power, available room for compromise and how particular requests may affect relationships with selling shareholders.Cross-cultural support does not replace legal or financial advice. It complements it by improving mutual understanding and ensuring that agreed terms are consistent with local operational realities.

A successful process therefore requires close coordination between analysis, negotiation, transaction documentation and local execution, right through the effective transfer of control.



8. What challenges should be anticipated after an acquisition in Türkiye?

Plan the existing owner-manager's role before closing

In many family-owned businesses, the founder plays a central role in governance and day-to-day operations. They may personally manage key customer relationships, negotiate supplier terms, supervise teams and make many operational decisions. Their immediate departure can therefore cause information loss, weaken commercial relationships or temporarily disrupt the business. The buyer should decide early whether the existing manager will remain involved after the acquisition, for how long and with what responsibilities.

The transition can take various forms: temporary retention in an operational role, support for new management, a consultancy arrangement or gradual handover of responsibilities.

The terms should be agreed before closing to avoid ambiguity concerning decision-making powers, objectives and reciprocal commitments.

Retain employees and key capabilities to preserve operational continuity

Employees play a major role in preserving acquired value, particularly where a company has specialised industrial, technological or commercial know-how. A change of ownership can raise questions among employees about their jobs, responsibilities and organisational changes. Critical roles and people on whom business continuity directly depends should therefore be identified. Clear, context-sensitive communication that complies with legal obligations helps reduce uncertainty. In some cases, retention arrangements or career development opportunities within the buyer's group may be appropriate.

The aim is not simply to retain headcount, but to preserve the skills needed to operate the company and deliver the acquisition plan.

Organise a gradual handover of strategic relationships

Relationships with customers, suppliers, financial partners or public authorities may be built on years of dealings with the former shareholders. A change of control therefore needs an organised handover process. This may involve joint meetings, introducing new management, clarifying commercial responsibilities and establishing new decision-making channels.

Special care is required where contracts or partnerships depend heavily on personal trust in the founder. The handover should progressively reduce dependence on former shareholders while retaining partners' confidence.

Establish clear governance, structured reporting and precise decision-making rules

Integrating a Turkish business into an international group usually requires changes to its management and governance practices. The buyer may seek financial reporting, budget controls, cash management, compliance procedures or investment approval processes. These are essential for shareholder visibility and risk management.

However, arrangements must suit the company's size, resources and organisational maturity. Excessively rapid transformation can overburden teams and disrupt operations. Conversely, unclear decision-making rules can prolong excessive dependence on former management. Responsibilities between local management and group functions should therefore be assigned progressively.

Establish a local transition team to manage operational and regulatory requirements

After closing, numerous steps may be required: updating signing authorities, organising banking relationships, adapting administrative procedures, meeting reporting obligations or changing particular responsibilities. Depending on the activities, requirements relating to licences, permits and certifications must also be checked. A local transition team can coordinate these tasks and ensure timely implementation. It acts as an interface between the new shareholder, Turkish management and specialist service providers. It can also contribute to a first-100-days integration plan focused on securing continuity, stabilising the organisation and launching initial synergies.

Successful post-acquisition integration therefore depends on an organised transition, allowing the buyer to assume operational control progressively without destabilising the resources and relationships underpinning the business's value.



9. Which mistakes are most costly for foreign buyers?

Beginning a search without a clearly defined acquisition strategy

One of the earliest mistakes is seeking an acquisition before sufficiently defining the transaction's objectives. An industrial group may be attracted to a profitable, well-established company without determining which synergies it can genuinely create.

The strategy must distinguish acquisitions intended to enter the Turkish market from those designed to increase manufacturing capacity, complement product ranges, acquire technology or develop exports. These objectives do not necessarily entail the same screening criteria, valuations or integration models. A search launched without this framework risks generating irrelevant opportunities and wasting the buyer's resources.

Assuming that a good company is necessarily a good acquisition

A business may have strong financial performance, a favourable competitive position and experienced teams without fitting a particular investor's strategy. Its intrinsic quality must be distinguished from its strategic value to the buyer. For example, a Turkish manufacturer may perform well due to its local positioning yet offer limited complementarity with the buyer's products or markets. Similarly, a founder-dependent company may be difficult to integrate if the founder intends to leave immediately.

A worthwhile acquisition must create additional value or offer an identifiable strategic advantage beyond the target's historical performance.

Relying on figures without making the necessary adjustments

A valuation based solely on available accounts may misstate profitability or financing requirements. Results should be analysed in light of accounting characteristics, non-recurring items, related-party transactions and the costs of maintaining operations after acquisition. Receivables quality, inventory value, financial commitments, maintenance requirements and future investment must also be assessed.

This is especially important in an economic environment where inflation, exchange-rate movements and financing costs can significantly affect results. Failure to make appropriate adjustments can lead to overpaying for a business or, conversely, undervaluing a genuine opportunity.

Overlooking management's role and post-closing integration

An acquisition may be well structured financially and legally yet encounter serious difficulties after completion. These arise particularly when the organisation relies heavily on the founder, middle management is underdeveloped or new procedures are poorly adapted to local operations.

Losing key employees, damaging customer relationships or mishandling the transition can rapidly erode expected synergies. Integration should therefore be planned during negotiations, with management roles, operational priorities and transition resources clearly defined.

Relying solely on international advisers without complementary local expertise

International legal, financial and tax advisers are essential to structuring cross-border acquisitions. Their work should nevertheless be complemented where needed by an in-depth understanding of the market and how the target operates. A purely remote review may leave uncertainty around the actual competitive position, commercial relationships, management practices or industrial constraints.

Local knowledge makes it possible to test documentary information against operational reality, better understand the parties' motivations and facilitate implementation. It also helps anticipate practical problems during negotiations or after closing. Ultimately, acquisition difficulties are not exclusively technical; they may arise from a gap between the investment assumptions and the target's economic, human and operational reality.

Success therefore requires continuity from strategy and target identification through analysis and negotiation to local execution.



10. How does Advantis Conseils Türkiye support foreign companies in M&A transactions?

Mergers and acquisitions involve numerous skills and stakeholders. They require ongoing coordination among the buyer's strategic objectives, assessment of the target, negotiation with shareholders and transaction execution.

Established in Istanbul since 2003, Advantis Conseils Türkiye supports foreign companies in their development and acquisition projects in the Turkish market, combining sector knowledge, cross-cultural expertise and operational execution capabilities.

Support can cover the different stages of an acquisition, from strategic preparation to integrating the acquired company.

Define, qualify and secure the pre-deal approach

Before a transaction, Advantis helps clarify acquisition objectives and identify businesses capable of meeting them. Assignments may include sector analysis, ecosystem mapping, definition of selection criteria, target screening and preliminary qualification. Particular attention is paid to identifying shareholders, understanding decision-making structures and assessing whether a transaction is realistically accessible.

Advantis can also prepare and conduct confidential initial approaches, organise discussions with management and support the progressive qualification of opportunities.

This first phase helps focus the investor's resources on companies with the strongest transaction potential.

Analyse, structure, negotiate and secure the transaction

Once a target's potential has been confirmed, Advantis supports further discussions and transaction preparation. Its role may cover commercial, industrial and operational analysis, synergy assessment, due diligence coordination and identification of key negotiation issues. Working with specialist legal, tax and financial advisers, Advantis helps translate analytical findings into specific decisions on price, transaction scope, warranties, conditions precedent and the parties' responsibilities.

Cross-cultural support also helps facilitate negotiations with Turkish shareholders and maintain a shared understanding of objectives and commitments. Local transaction management helps coordinate stakeholders, anticipate practical issues and prepare completion.

Secure and facilitate post-deal integration

Support can continue after closing to facilitate the transition between former shareholders and the acquiring group. Depending on the needs, Advantis can support governance arrangements, coordination of local functions, recruitment of key personnel, administrative management and operational management of the subsidiary. Particular attention may be given to retaining capabilities, progressively transferring strategic relationships and implementing the first synergies.

The objective is to help the buyer achieve effective control and maintain business continuity while facilitating integration of the Turkish company into the new shareholder's organisation.

Turn analysis into concrete, actionable decisions

The added value of M&A support does not rest solely on the quality of the analysis performed. It also lies in interpreting the information gathered, identifying its strategic and financial consequences, and turning those findings into the buyer's decisions. For example, due diligence may reveal an operational risk. The next step is to decide whether that risk warrants a price revision, negotiated warranty, additional investment or change to the transaction timetable. Likewise, an acquisition may promise substantial theoretical synergies without sufficient planning for the resources needed to realise them.



Advantis Conseils Türkiye's approach connects strategic analysis, understanding of the target, negotiations and local execution, in coordination with the specialist professionals involved in the deal.

Beyond the purchase, the goal is to build a value-creating acquisition

Türkiye offers foreign companies numerous acquisition-led growth opportunities thanks to its openness to international investors, industrial diversity and family-owned businesses that may consider a strategic transaction. These opportunities should not, however, obscure the demands of an acquisition process.



Success depends on a clearly defined strategy, rigorous target identification, a sound understanding of shareholders, realistic valuation and contractual structuring appropriate to the risks. It also requires planning for the period after control transfers, to preserve the teams, commercial relationships and operating capabilities on which the acquired value depends.

For an international group, acquiring a company in Türkiye therefore means more than purchasing an existing business: it entails sustainably integrating skills, assets and market positions into its development strategy.

From Istanbul, Advantis Conseils Türkiye supports foreign investors through this process by combining market expertise, transaction coordination and on-the-ground assistance.

FAQ - Acquiring a business in Türkiye : 10 frequently asked questions