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SCA Acquisition of 95% stake in San Saglik
On 1 August 2011, Swedish Svenska Cellulosa Aktiebolaget (SCA), a global hygiene and paper company, announced the acquisition of a 95% stake in Turkish hygiene products company San Saglik, producer of incontinence care products, from the family-owned MT Group. The purchase consideration corresponds to SEK 95 million (approx. US$15.2 million) on a debt-free basis.
San Saglik, which was founded in 2008, is currently the second largest producer of incontinence care products in Turkey. The acquisition includes local production and access to strong brands.
The acquisition supplements the recent acquisition of Komili, Turkey’s fourth largest producer of baby diapers and feminine care products.
SCA is a global hygiene and paper company that develops and produces personal care products, tissue, packaging solutions, publication papers and solid-wood products.
The transaction is expected to be finalised during the third quarter of the current year, and is subject to the usual conditions including the Competition Board approval.
Paksoy is pleased to announce that Mr. M. Togan Turan (partner) represented SCA in this transaction.
For more information please visit www.paksoy.av.tr
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Squeeze-out and sell-out rights in Turkish public companies are regulated by the Communiqué on Squeeze-Out and Sell-Out Rights (the " Communiqué ") published in the Official Gazette dated 2 January 2014 effective as of 1 July 2014. The Communiqué was issued by the Capital Markets Board of Turkey (the " CMB ") in accordance with the Capital Markets Law and regulates the right to squeeze-out minority shareholders by the controlling shareholder and the minority shareholders' rights to exit the public company by selling their shares to the majority shareholder.- Paksoy
Following the privatization of energy market in Turkey, in last 10 years, many big investors have lined up to obtain energy generation, distribution, wholesale and retail-sale licenses in order to make investments in energy sector due to its high profit potential. Statically proven that according to Fortune magazine’s top 500 companies in Turkey; 6 of top 10 companies are conducting operations in energy sector. It is surely a reasonable market to invest; however market privatization is still in maturity stage that leads very dynamic and surprising market prices causing low budget companies to go bankruptcy.
Per the general application of the effects theory, transactions that do not directly or indirectly impact Turkish markets are outside the scope of the Turkish merger control regime. The Turkish Competition Board (" Board ") applied the effects theory in some of its decisions regarding highly exceptional foreign-to-foreign transactions. However, the precedent line of the Board suggests that a mandatory merger control filing will be required, as long as the parties exceed the turnover threshold applicable under Article 7 of Communiqué No. 2010/4 on the Mergers and Acquisitions Subject to the Approval of the Competition Board (" Communiqué No.2010/4 "), regardless of whether the contemplated post-transaction entity will have operations and/or generate turnover in Turkey. This interpretation of the effects theory and the Board's current understanding of this concept are closely related to the notifiability of foreign-to-foreign transactions with extremely low or even no effects in Turkey.
Turkey’s expansion of Information and Communication Technologies (ICT) sector for 2015have been estimated by some recent researches. In following years, thanks to technologies such as Big Data, Cloud, Mobility and Social Work, there is being expected a transformation of the institutions in Turkey. This transformation in Turkey has pointed out that ICT market is expected to exceed $ 27 billion in 2015. Turkey that ceases just being a country consuming technology, works with all his strength for the conversion to an economy that produces and exports of technology.
By means of its geographical location, Turkey appears to be one of the sunniest countries in Europe, with the calculated solar radiation level quite similar to Portugal and Spain. In order to reduce the natural gas dependency from northern countries, Turkey has taken very big steps for energy market privatization and renewable energy investments. Thus, in last 10 years, energy politics and incentives aim to direct investors to invest on renewable energy generation with high potential of profits.
In terms of the power generation, using the natural gas takes first and the coal takes second place in Turkey. The production of electricity from renewable resources is approximately %3,7 in the world and this rate is %3,1 in Turkey. The world supplies %13,7 percentage of the electricity need with the nuclear power and yet Turkey has no facility to produce electricity with nuclear plants. Furthermore, the installed capacity of nuclear-generated electricity production is anticipated to increase by 58 % all around the world in 2035. For instance; even with today's state, the share of nuclear energy in electricity generation in France is 78%.
There has been a new amendment to the recent legislative proposal ("Proposal") on amendment to the Law No. 5651 on Regulation of Broadcasts via Internet and Prevention of Crimes Committed through Such Broadcasts ("Law No. 5651"), which is known as "Internet Law". The amended Proposal is submitted to the Turkish Grand National Assembly ("TGNA") on January 23, 2015.
Turkey has been becoming a “shopping mall heaven” ever since 1988 which is the time that the first shopping mall was built in Turkey. The sector is now more than twenty five years old and has had an effective acceleration up to now without any specific legislation. Both the increase of the malls and direct effect to the market from competition perspective required to regulate the sector and the draft law which includes both arrangements of the retail trade and the shopping malls have been started to handle by Industry Commission of the Grand National Assembly of Turkey.
Online sales numerous advantages have rendered them increasingly popular during the past years. The internet, due to its unique characteristics, provides companies with an enlarged geographic scope, thus enabling them to promote their products widely, avoiding, at the same time, the operational costs of a brick and mortar shop. From the customers' perspective, it enhances consumers' variety of choice and their ability to virtually compare prices from several stores.
With the execution of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the increasing enforcement of the US Foreign Corrupt Practices Act ("FCPA"), multinational companies are more aware of the consequences of corrupt behavior than ever. Due to historically high fines imposed for corrupt behavior, compliance is of crucial concern for companies. This becomes an even bigger issue, when a company begins to conduct business in emerging markets. This is because, emerging markets may be more risky for anti-corruption risks due to the difference in anti-corruption laws and perceptions. Therefore, the adoption of a compliance program and engaging in rigorous third party due diligence as a part of this compliance program becomes mandatory for multinational companies active in emerging markets.
Turkey, as an emerging market, has its ups and downs to invest from time to time. These times depend on several different factors, but tracing them has crucial importance for investors. Focusing into Mergers & Acquisitions deals can be inspiring when taking decisions for investments.