Mergers and Acquisitions

Company Mergers; It is the formation of a new corporate identity by combining forces in line with a set of strategic and financial goals and, as a rule, continuing its activities with equal shares.

Company Acquisitions; It is the acquisition of all or part of the shares and assets of a company by another company. In this transaction, there is a mutual share / ownership exchange between the buyer and seller. The company that buys the shares has a say over the company in proportion to the share it buys.

II – Merger

1. General provisions

a) Principle

ARTICLE 136 – (1) Companies;

a) one company taking over another, in technical terms “merger through acquisition” or

b) Getting together in a new company, in technical terms “merging in the form of a new establishment”,

they can merge through.

(2) In the application of Articles 136 to 158, the accepting company is named as “transferee” and the participating company is called “transferred”.

(3) The merger is realized by the spontaneous acquisition of the shares of the acquiring company by the shareholders of the transferred company in return for the assets of the transferred company. The merger agreement may also stipulate the separation fund within the meaning of the second paragraph of Article 141.

(4) With the merger, the acquiring company takes over the assets of the transferred company as a whole. The company transferred by the merger terminates and is deleted from the trade registry.

b) Valid mergers

ARTICLE 137 – (1) Capital companies;

a) Capital companies,

b) Cooperatives and

c) With unlimited and limited partnerships, provided that they are the transferee company,

they can combine.

(2) Private companies;

a) With sole proprietorships,

b) With capital companies, provided that they are transferred companies,

c) Cooperatives, provided that they are transferred companies,

they can combine.

(3) Cooperatives;

a) Cooperatives,

b) With capital companies and

c) With sole proprietorships, provided that they are the transferee company,

they can combine.

c) Participation in the merger of a company in liquidation

ARTICLE 138 – (1) A company in liquidation may participate in a merger, provided that the distribution of its assets has not begun and it is the transferred company.

(2) The existence of the conditions in the first paragraph is proven by submitting the report of a transaction auditor confirming this matter to the trade registry directorate of the place where the headquarters of the transferee company is located.

d) Participation in merger in case of loss of capital or insolvency

ARTICLE 139 – (1) A company whose capital and half of its legal reserves are lost due to losses or are in debt may merge with a company that has freely disposable equity at an amount to cover the lost capital or, if necessary, the insolvency.

(2) The report prepared by a transaction auditor proving that the condition in the first paragraph has been fulfilled must be submitted to the trade registry directorate of the place where the headquarters of the transferee company is located.

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