Mandatory Tender Offer In Türkiye – A Practical Guide

Although the concept of mandatory tender offer ("MTO") is well-known and frequently discussed topic under Turkish capital markets law, it is useful to periodically refresh our understanding of its framework and implications. The MTO mechanism plays a critical role in mergers and acquisitions involving publicly held companies, as it serves to protect minority shareholders and ensure fairness in control transactions.

In this article, we will revisit the MTO process in a practical Q&A format, focusing on the legal basis, procedural requirements, and recent developments under Turkish legislation. The Capital Markets Board of Türkiye ("CMB") is the competent authority overseeing MTO processes, which are primarily regulated under the Capital Markets Law numbered 6332¹, and the Communique on Takeover Bids (II-26.1) issued by the CMB ("Communique")².