Transaction Execution

M&A Advisory

Deloitte is a leading M&A advisory firm based in Turkey and focused on the Turkish market with its experienced M&A professionals. We provide full-scope financial advisory and investment banking services to a broad range of clients in cross-border transactions on sell-side and buy-side mandates during the entire lifecycle of a deal.

Our global reach, dedicated industry teams and know-how about local investment environment enables us to deliver highest quality services and to establish long-lasting relationships with blue-chip multinationals, private equity firms, local private sector companies, financial institutions and governmental bodies.

Financial Due Diligence

Successful acquirers will need a clear, concise and speedy analysis on key transaction issues. Our financial due diligence team develop a customized approach based on deal requirements in order to complete a focused due diligence on the target to confirm price and funding and to identify issues that require reflection in the sale and purchase agreement and completion accounts.

Our financial due diligence team serves strategic buyers and private equity investors at buy-side due diligence assignments and local sellers for vendor due diligence.

Tax Due Diligence

Our tax specialists in Turkey understand the increasingly complex tax and commercial laws and practices of the local market. With our knowledge and experience, we can help you to assess and minimize the cost of your investment decisions.

Our tax due diligence team provides a through overview and analysis of any potential material tax risks and target’s main tax attributes and proposes recommendations as to the risk mitigations and comments on to the recoverability of available tax assets.

Commercial Due Diligence

The value potential in a deal is extracted mostly by a thorough analysis of the target’s market, competitive environment, pricing strategy, customer base, operations and management. Furthermore, both trade buyers and private equity professionals are increasingly looking to drive transaction value through improving operational performance and proactively managing operational risk, whilst lenders continue to seek additional insight and comfort on management’s business plan, forecasted operating performance and cash flow.

Our commercial due diligence team, in cooperation with respected internal and external subject matter experts, provides:

• Clear definition and articulation of the business and its markets

• Detailed analysis of the market dynamics

• Assessment of the competitive positioning and strategic strengths

• Analysis of the customer profile, perceptions and relationships, capabilities of the management and operating model

• Assessment of business plan and forecast assumption achievability in light of market and company analysis

• Upside potential analysis and definition of preliminary strategic initiatives for post-closing period

IT Due Diligence

Solid IT infrastructure and efficient business applications are critical for a successful acquisition and post-closing strategy. Our team is experienced in serving both private equity and trade buyers in transactions and provides a comprehensive analysis of the target’s business applications and IT infrastructure; an assessment of IT functionality and of supply of resources; an evaluation of IT investments and on-going IT projects as well as an assessment of IT governance and risk mitigation. We have a proven methodology for assessing control gaps and suggesting action plans to remediate.

HR Due Diligence

By identifying and evaluating human capital risks and opportunities, Deloitte helps investors create value. We get to the critical issues quickly and efficiently, through rigorous due diligence analysis, guiding investors to clarity and certainty for “doing the deal” and helping them plan for the close and integration. This provides investors with a competitive advantage in negotiations and superior positioning for transition and post-closing value creation.

We specifically:

• Evaluate the current HR structure of the organization

• Evaluate current HR processes and analyze HR function effectiveness and remuneration strategy

• Quantify HR and identify cost and hidden liabilities as well as synergy opportunities

Legal Due Diligence and Legal Advisory

The negotiation of the transaction requires the intervention of a legal expert as numerous legal pitfalls need to be tackled as early as at the negotiation table. Our legal team advise both sellers and buyers in drafting and negotiating the transaction contracts such as share purchase and shareholders agreements. Our legal advice is a fully integrated service with other transaction services and is not isolated of the commercial aspects of the transaction.

We also help investors in conducting legal due diligence on the target as well as sellers for vendor due diligence exercise. We specifically focus on:

• Analysis of legal risks during and post-acquisition periods

• Review of legal structure, capitalization and contracts

• Review and assessment of the assets&liabilities

• Analysis on the litigation involved

• Compliance requirements

• Legal aspects of borrowings, guarantees and financial liabilities

• Employment and health&safety regulations

Tax Advisory

Deloitte M&A tax professionals provide corporate clients and private equity investors with a wide spectrum of tax advisory services during a transaction. We advise on tax efficient structuring; effective use of tax attributes; and reorganizations and reconstructions in group companies.   Our services include:

Deal Structuring:

We suggest alternative tax structures that illustrate the effects of various alternatives on future cash flows and earnings, and provide technical support and consultancy to investors to identify the optimal structure for their deals. We also help the investors to determine appropriate financing structure, repatriation and exit scenarios.

Post Transaction Services:

Our team assists the companies in addressing its Day 1 readiness needs as well as its longer term requirements. 

Valuation Advisory

1- Valuation is often a controversial and complex subject. It requires in-depth understanding of the market, the asset in question, the company and its competitors, financial and non-financial information, as well as factors such as the legal and regulatory environment. Valuation advice needs the right blend of analysis, experience and professional judgment.

2- Our specialist team advises both buyers and sellers during a transaction on all aspects of valuing companies, income generating assets, listed and unlisted securities, intellectual property and intangible assets. Scope of services include:

·  Strategic and financial valuation

·  Value of non-cash consideration

·  Appraisal of sensitivities and risks

·  Quantifying price range and returns

·  Valuation to inform restructuring decisions

·  Valuation of intangibles

·  Purchase price allocation studies