Mandatory Share Purchase Offer

Introduction

In the event that the shares or voting rights of a publicly traded company are acquired in a way that changes the control of the partnership, the acquirer is obliged to make a share purchase offer to the other shareholders. Regulations regarding the matter are foreseen under Articles 25 and 26 of Capital Markets Law¹ No. 6362 ("CML"), and in the Communiqué on Share Purchase Offer² No. II-26.1, published in the Official Gazette dated 23.01.2014 and numbered 28891("Share Purchase Communiqué"). The subject has gained currency with the amendment introduced to the exemption clause in June.

General Principles

In the event that a person or persons acting in concert with that person acquire the control by fully or partially acquiring the shares representing the capital of the target corporation, it is required to make a takeover bid in such a manner so as to protect the rights of all shareholders holding other shares representing the capital of the target