Corporate M and A 2026

TÜRKIYE Trends and Developments Contributed by: Ümit Hergüner, Deniz Tuncel and Destina Bilimli, Hergüner Bilgen Üçer Attorney Partnership

Hergüner Bilgen Üçer Attorney Partnership Büyükdere Caddesi 199 Levent 34394

Istanbul Türkiye

Tel: +90 212 310 18 00 Fax: +90 212 310 18 99 Email: info@herguner.av.tr Web: www.herguner.av.tr

Introduction After several years of global macroeconomic uncer - tainty, 2025 marked clear growth in Türkiye’s M&A market, with both transaction volume and aggregate deal value increasing significantly versus previous years. In fact, market data suggests that total deal value reached its highest level in more than a decade, while transaction count also recorded steady growth. Various market analyses indicate that total transaction value for 2025 reached the equivalent of double-digit billions of US dollars. Deloitte’s 2025 Annual Turkish M&A Review reports that aggregate disclosed trans - action volume exceeded USD16 billion, supported by 450 completed deals. The increase in value was not driven by any single standout transaction but, instead, was a reflection of a higher number of deals between mid- and large-cap companies. The revival of high- value strategic transactions further supported this upward trend. Moreover, the Turkish Competition Authority reviewed more than 400 M&A filings during 2025, demonstrat - ing a material increase in notifications compared to 2024. Unlike the previous year, when exchange-rate shifts had a visible impact on USD-denominated deal value, 2025 showed a relatively more stable valuation environment. This relative stability supported structur - ing and execution of the transactions, and also con - tributed to the overall increase in reported deal value. Importantly, the upward trend also reflected a renewed willingness by both strategic and financial investors to deploy capital. Corporate groups resumed expansion

plans that had been postponed, while financial part - ners re-entered the market with a more selective, yet wider, approach. Although mid-market transactions continued to represent a substantial portion of overall activity, the presence of larger strategic acquisitions suggested a shift toward longer-term positioning and industrial interest. Against the backdrop of increasing transaction activ - ity and more competitive processes, deal structuring considerations also evolved. In line with the broader growth trajectory observed across EMEA, warranty and indemnity (W&I) insurance became increasingly visible in Turkish transactions in 2025. In practice, this type of insurance is most frequently considered in larger or cross-border deals, particularly where financial investors are involved or where sellers seek a relatively clean exit by limiting post-closing expo - sure involving strategic purchasers. While its use has grown, W&I insurance has not yet become a market standard in Türkiye, and many domestic mid-market transactions still rely on traditional risk-allocation mechanisms such as holdbacks and specific indem - nities. Overall, the market in 2025 appeared structurally stronger and more predictable than in the post-pan - demic and high-inflation years. Macroeconomic and Regulatory Landscape The macroeconomic framework in Türkiye continued to affect business activity in 2025. Monetary policies remained tight, and managing inflation stayed at the focal point of economic policy. Compared to earlier

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