In an increasingly globalized world, firms are pursuing different methods to grow and not fall behind this trend. The most important of these is mergers and acquisitions, which are a very important value in today's economy. With inorganic growth, firms can increase their competitiveness through both strategic and financial partnerships and investments. However, in this process, the relationship that is established with the right investor or investment opportunity and the management of this process are of great importance.
At KPMG Türkiye, thanks to our global and local corporate relationships and network, we understand the expectations of the buy or sell side in this process and support them throughout the entire process, from identifying the most suitable investment opportunity and investors aligned with these wishes, to signing partnership or share sale contracts.
Mergers and Acquisitions Services
Our experts give you tailored and responsive advice that focuses on your key priorities. Discover how we can support you at every step of your M&A journey.
Sell Side Advisory
A service provided for the sale of all or a certain portion (minority or majority) of the shares of a firm, and in this context, finding the right and value-adding investor for the firm. This process consists of 6 important phases:
Preparation phase:
— In this phase, the structure and objectives of the transaction are determined and the process is defined.
— Determination of the further procedure and the time schedule
— Firm management is asked to provide information on the firm's introductory documents (information brochure, brief information) to be distributed to potential investor candidates
— Assist in determining firm/share value and preparing business plan
Identifying and contacting investors:
— Developing a list of potential investors, coordinating with firm management and shareholders
— Contacting the firms on the list of potential investors and reviewing their preliminary interest
— Circulation of the brief information sheet and confidentiality contract to potential investors
— Preparation of a detailed information memorandum
Pre-offer process with investors:
— Circulation of the detailed information memorandum to interested potential investors deemed suitable following the sending of the brief information document
— Conducting the question and answer process with potential investors
— Receiving first stage offers from potential investors
Non-binding offer:
— Receiving non-binding bids and analyzing them together with firm management and shareholders
— Negotiating the offers received from investors together with the firm management and shareholders
Due-diligence:
— Preparation of a virtual and/or physical data room for due diligence
— Coordination between parties (financial, legal, tax, technical, commercial, etc.) during the due diligence process
— Planning and coordination of field visits
— Preparation of management presentation
— Preparation of share sale and partnership agreements together with legal advisors
Binding offers, final negotiations and completion of the process:
— Receiving and analyzing binding offers and identifying the investor candidate(s) to proceed with the process
— Determining the negotiation strategy and conducting negotiations
— Final negotiations on share sale and shareholder contracts
— Signing the contract and completing the sales process
Buy Side Advisory
It is a service provided for investors who wish to acquire all or part of the shares of a firm in any industry for financial or strategic reasons. This process consists of the following stages:
Preparation phase:
— Strategic analysis such as drawing a road map of the industry from the investor's perspective, determining the size and geography of the transaction
— Determining the acquisition method (asset purchase or share purchase)
— Firm management is asked to provide information on the firm's introductory documents (information brochure, brief information) to be distributed to potential investor candidates
— Assist in determining firm/share value and preparing business plan
Identifying and contacting target firms:
— Identifying the target firm list with the investor and contacting the target companies
Pre-offer process with target firms:
— Evaluating the operational and financial information received from target firms and conducting a Q&A process with companies that meet the criteria
— Conducting preliminary valuation studies
Non-binding offer:
— Submitting the non-binding offer and conducting first-stage negotiations
Due-diligence:
— Coordinating due diligence studies and relevant consultants (financial, legal, tax, technical, commercial, etc.) and evaluating the results
— Preparation of share sale and partnership agreements together with legal advisors
Binding offers, final negotiations and completion of the process:
— Submission of binding offers
— Determining the negotiation strategy and conducting negotiations
— Final negotiations on share sale and shareholder contracts
— Signing of the contract and completion of the procurement process
Independent IPO Advisory
Capital markets transactions are long and demanding processes involving banks, lawyers, consultants, investors, capital market institutions and even the public. As independent IPO advisors, we use our experience in corporate finance, capital markets, and coordination of complex and long-term workflows to ensure that shareholders are well informed, well represented and well positioned to raise capital.
This process consists of the following stages:
— Structuring market solutions
— Developing the equity story
— Positioning of the IPO and preliminary valuation studies
— Structuring the IPO process
— Coordinating the proposals to be received from union members and advisors and supporting the firm management in making the selection as a result of the proposals received
— Follow-ups with union members and coordinating them effectively throughout the process
— Identification of target investors
— Coordination of the marketing process
— Coordination of the due diligence process
— Overseeing the IPO documentation and commenting on the documentation
— Proposing a price range
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