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Legal Alerts

New Exemption to Mandatory Tender Offer Requirement

Legal Alerts
Mergers & Acquisitions

Recent Development

The Capital Markets Board (the “CMB“) amended the Tender Offer Communiqué No. II-26.1 (the “Communiqué“) and the amendment entered into force immediately upon its publication in the Official Gazette No. 30643 dated January 2, 2019.

What’s New?

  • In principle, a person or persons acquiring the management control of a public company are required to make a tender offer to the remaining shareholders of the company unless the acquisition triggering the requirement falls under one of the exceptions (çağrı yükümlülüğünün doğmadığı haller) or the exemptions (muafiyet halleri).
  • Pursuant to the recent amendment, the relevant shareholder can be exempted from the requirement to launch a mandatory tender offer if the change of management control occurs as a result of the existing shareholders acquiring shares through a capital increase where the pre-emptive rights have not been restricted. However, as this is  a ground for exemption and not an exception, even if said circumstances exist, the applicability of the exemption will be subject to the CMB’s approval.


The amendments aim to incentivize the shareholders of public companies in need of capital injection to support the company without having to worry about funding a tender offer. In addition, the exemption is subject to the CMB’s approval, which offers protection for minority shareholders and investors.