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DUE DILIGENCE IN MERGERS AND ACQUISITIONS

DUE DILIGENCE IN MERGERS AND ACQUISITIONS

by Mustafa Kemal Balta / Pazartesi, 03 Haziran 2024 / Published in Genel

Following the latest technological, social and political developments, our world has now become smaller. Producers and consumers can move between countries according to their needs in a very short time and easily, and this has accelerated company takeovers and acquisitions. This has revealed the need for Due Diligence to be carried out very meticulously.

Due Diligence must first be carried out by a competent and experienced team in this regard, otherwise, unreal asset/liability amounts of the merged/acquired company will be invested.

The Due Diligence process is given briefly below.

  1. The legal structure of the company, whether the transactions are legal or not, commitments, etc. should be examined in detail.
  2. The company’s existence of a transparent and healthy accounting system, authorizations and internal control mechanisms should be evaluated.
  3. Whether taxes, public receivables and obligations to personnel have been fulfilled on time, and whether there are any unpaid debts in this regard should be examined.
  4. The trend in the market shares of the products over the years should be examined; is there an outdated product group? How are price comparisons with competitor products over time?
  5. In the company’s financial statements, receivables, debts, doubtful parts, the status of profit and equity capital and whether there are healthy figures, stock movement ratios, waste and losses should be examined and analyzed.

Carefully carrying out all of the above-mentioned issues and any additional investigations that may arise during the process will ensure that later disputes between the parties can be prevented from the very beginning.

Ahmet Balta
Certified Public Accountant

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REQUIREMENT OF FINANCIAL ANALYSIS IN BUSINESSES

ABOUT US

BALTA CONSULTING aims to provide the highest quality law firm services in four (4) languages on all aspects of Turkish and international legal and business matters to multinational companies and to be an instrumental part of each client’s success.

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AHMET BALTA

CERTIFIED PUBLIC ACCOUNTANT

  • abalta@baltaconsulting.com
  • +90 549 745 56 28

Education:

HIGH SCHOOL: ANKARA ATATÜRK HIGH SCHOOL

UNIVERSITY: ANKARA UNIVERSITY FACULTY OF POLITICAL SCIENCES – ECONOMICS & FINANCE BRANCH

PROFESSIONAL EXPERIENCE:

1. REPUBLIC OF TÜRKİYE MINISTRY OF FINANCE HESAP UZMANI (PUBLIC ACCOUNTANT) JANUARY 1974 – MARCH 1980
2. FKK GÜNEY OTO LASTİK TAKOZ SAN. VE TİC.A.Ş. (SAMSUN)
Automotive Spare Parts Manufacturing and Domestic & Abroad sales
GENERAL DIRECTOR MARCH 1980 – MARCH 1983
3. ZİNTAŞ ZİNCİR SAN. VE TİC. A.Ş. Industrial Chains Manufacturing & Sales GENERAL DIRECTOR / DEPUTY CHAIRMAN OF BOARD OF DIRECTORS APRIL 1983 – OCTOBER 1983
4. ECZACIBAŞI HOLDİNG A.Ş. Eczacıbaşı Group Companies Activity Process Audit SUPERVISORY BOARD MEMBER NOVEMBER 1983 – FEBRUARY 1988
5. ECZACIBAŞI DASA DAĞITIM VE SATIŞ A.Ş Ceramic & Armature Health Products Sales & Marketing FINANCE DIRECTOR MARCH 1988 – DECEMBER 1996
6. ECZACIBAŞI İNTEMA Company Activities Audit & Dealers Risk Analysis COMMERCIAL & FINANCIAL AUDIT DIRECTOR JANUARY 1997 – APRIL 1998
7. ECZACIBAŞI SİGORTA A.Ş. Eczacıbaşı Group Companies Insurance Operations DEPUTY GENERAL MANAGER (ADDITIONAL JOB) 1990 – 2002
8. ECZACIBAŞI GİRİŞİM PAZARLAMA A.Ş. Consumer Products Sales & Marketing FINANCE DIRECTOR MAY 1998 – DECEMBER 2003
9. EİP ECZACIBAŞI İLAÇ PAZARLAMA A.Ş. Pharmaceutical Products Sales & Marketing FINANCE DIRECTOR JANUARY 2003 – JANUARY 2010
10. İKSV İSTANBUL KÜLTÜR VE SANAT VAKFI National & International Cultural & Artistic Activities HEAD OF FINANCE & ADMINISTRATION FEBRUARY 2010 –JUNE 2021

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Ceren Tilkioğlu

Attorney at Law

  • info@baltaconsulting.com

Ceren Tilkioğlu was born in Ankara in 1987 and graduated from Tevfik Fikret High School in 2005 and Bilkent University Faculty of Law in 2010. She speaks fluent French and English languages. She continued her professional activities at Malkoç- Ağaoğlu law firm and Seyhan law firm, and later became the founding partner of European Law Consulting law office. Founded in Ankara in 2017, Tilkioğlu Law Firm has been operating in Istanbul since 2018.

Ceren Tilkioğlu provides services in the fields of criminal law, commercial – private law, and intellectual industrial property law. She has a book with her teacher about the Highways Customs Law. In addition, since she comes from a family full of doctors, she has also worked in the field of medical law.

It provides consultancy services and establishment of contracts in commercial fields between Turkey – France – Czech Republic – Sweden – Spain – England – Germany – African countries – Qatar. She served in TUGİAD in Ankara and DEİK in Istanbul.

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Tarik SAKİ, LLB

Lawyer

  • info@baltaconsulting.com

Current occupation

  • CEO / Lawyer at Jurlawyer
  • Cooperation partner with various real estate companies, oil brokers and other commodities
  • President of Horecabond Nederland (Hotel, restaurant and cafetaria Association)
  • Member of Board of Representatives of World Turkish Business Council / DTİK in TheNetherlands
  • Member of MKB Den Haag (Small and Medium-Sized companies Association The Hague)

Past business experience

  • Work consultant and labor reporter for the municipality of Rotterdam (Gemeente Rotterdam)
  • Real estate broker
  • Job coach

Languages

  • Turkish
  • Dutch
  • English
  • German

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Yüksel Çağrı Gürses

Energy Expert, Electrical Engineer
Founder of Zena Energy

  • info@baltaconsulting.com
  • +90 2123766441

Education:

  • Yıldız Technical University Business Administration (2015)
  • Yıldız Technical University Electrical Engineering (2013)
  • Marmara University Electrical Program (2008)
  • Haydarpaşa Anatolian Technical High School (İstanbul) (2006)

Professional Experience:

  • 2021-Founder of Gökorda Bilişim ve Savunma Sanayi A.Ş.
  • 2015-Founder of Zena Energy
  • 2013-2015 Project Manager of Gerhlicher Solar

Projects Done:

  • 885 MW Unlicenced Project Development of Solar Energy
  • 90 MW Licenced Storage Solar Project Development
  • 73 MW Solar Power Plant Installation
  • 145 MW Thermal Measuremet With Artifical Intelligence

Practice Areas:

  • Solar Energy
  • *Project
  • *Project Development
  • *Installation
  • * Thermal Measuremet With Artifical Intelligence
  • Electric Vehicles
  • Energy Management
  • Hydrogen Energy

Companies Worked For:

  • Toyotetsu Automotive(Toyota)
  • Entek Energy(Koç Group)
  • Konakoğlu Group
  • YEO Technology
  • Olgun Steel
  • Arta Textile
  • ITC
  • Pimsa Automotive
  • Has Steel
  • Alter Steel
  • Birinci Automotive
  • Diler Holding
  • İstanbul Aydın University
  • Danış Coal
  • Özseç Coal
  • Gen Medicine
  • Medical Park Hospital Group
  • Engin Group
  • Kar Group
  • Bim
  • Alkataş Construction
  • Mön Energy
  • Pak Poultry Farming

Professional Experience:

  • Turkish
  • English

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Stephan Ossenkopp

Consultant – China German Desk
Istanbul Bar Association

  • sossenkopp@baltaconsulting.com

Education:

University of Hildesheim Hildesheim, Germany From January 1994 to December 1999

  • Liberal Arts at the Cultural Studies School

Free University of Berlin Berlin, Germany From January 1992 to December 1993

About Me:

My language skills include German (Native Speaker), English (Professional Level), Chinese (Lower Intermediate) and Turkish (Elementary).

I like to travel and adapt to new situations, engage in a peaceful dialogue with other cultures, and contribute to a global community with a shared destiny.

I like classical music, literature and art.

Contributions:

Public Speaker:
University of Saint Peterburg, China Institute of International Studies, Tianjin Conservatory of Music, Beijing Central Conservatory of Music, University of Clausthal, BRICS and SCO Forum, European Enterprise Network

Media Commentator
CCTV News, China Radio International, Global Times, Inforos, Beijing Review, China Focus, Shanghai Media Group, Phoenix Television, Russia Today, Diplomatic Magazine, Izvestia, InfoBRICS

Work Summary:

Senior Copy-Editor China Institute of International Studies Beijng, China Since January 2019
I have joined the editorial board of China International Studies (CIS) as a senior copy- editor. I am revising english translations of policy research papers. CIS is the bi-monthly publication of the China Institute of International Studies (CIIS)

Senior Researcher Schiller Institute Berlin, Germany Since January 2002
I joined an international think tank as a researcher, organizer and media commentator. In that cpacity I organize and moderate seminars, webinars and round-tables. I contribute research to policy studies. I regularly contribute expert opinion to international media in the fields of international relations, physical economics, the Belt and Road Initiative and a dialogue of cultures.

Magazine Editor Intro Publishing Company Cologne, Germany From January 1999 to December 2001
I joined a major publishing company as an editor for a monthly magazine on contemporary culture.

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Yelda TORUN

Senior Advisor Human Resources Management, Global Talent Management and Social Media, International Sales

  • ytorun@baltaconsulting.com
  • +90 2123766441

 

Education

University PFH Göttingen (Germany), Business Administration, Master’s Degree, 2001

ITÜ Istanbul Technical University, Istanbul (Turkey) Human Resources Management, 2008

PROFESSIONAL EXPERIENCE:

  • 10 years working experiences in Human Resources in Germany, UK, Spain and Turkey
  • 5 years working experiences in Global Executive Search
  • 8 years working experiences at LinkedIn, SaaS, International Sales Management in Turkey, Greece, Malta & Cyprus

Languages:

  • Turkish
  • German
  • English
  • Spanish

Areas of Practice:

Human Resources Management, Global Talent Management, Social Media, SaaS, International Sales

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Olgaç NACAKÇI

Attorney at Law, Trademark Attorney
LL.B, LL.M, Ph.D. pending.

  • info@baltaconsulting.com

Education:

  • Istanbul Bilgi University, PhD. (pending)
  • Maastricht University LL.M Exchange Program (2009)
  • Istanbul Bilgi University, LL.M Degree (2010) (International Business Law)
  • Istanbul University (2005) Law Degree
  • Antalya Anadolu Lisesi (2000) High School (Antalya)

Practice Areas:

  • Intellectual Property Law
  • Copyright Law and Brand Protection
  • Anti-counterfeiting Procedures
  • Unfair Competition Law
  • Competition and Antitrust Law
  • IT Law
  • Marine Law and Mega Yachts / Super Yachts
  • Advertisement Law

Languages:

  • 2020 – to Date — President of NACAKCI Danismanlik AS (IP Consulting Company)
  • 2011 – 2020 — Partner at Ekdial & Nacakci (Istanbul)
  • 2006 -2011 — Associate at Istanbul Patent and Trademark Consultancy Ltd. (Istanbul)
  • 2005-2006 — Legal Intern at Guner Law Firm (Istanbul & New York)

Summary Profile:

Olgaç represents and advises a wide range of international and domestic clients related to Intellectual Property (IP) Law matters. Olgaç is a member of the Antalya Bar Association. He is actively participating in committees of International Trademark Association (INTA); AIPPI International and other organizations. He was lecturer at the Istanbul Bar Association, Legal Intern Educational Center. He is also entitled to practice as Trademark Attorney before the Turkish Patent and Trademark Office.

Olgaç received his LL.B., from Istanbul University, School of Law and his LL.M. from Istanbul Bilgi University. His studies focused on Copyright, Patent and Utility Model Law, Industrial Designs Rights and Invalidation, Consumer Law, Information Technologies, Business Law, Competition Law, Economic Analysis of Law, Pharmaceutical and Arbitration Law. He prepared numerous academic papers and presentations related to these fields. Olgaç also attended to Erasmus Exchange Program in Maastricht University and participated and accomplished several classes such as Law & Economics, American Law, Intellectual Property Law, and European Competition Law. His Master Thesis is focused on Patent Law, i.e. “Clash of Patent Rights and Competition Law Rules: Analysis of EU Pharmaceutical Sector Inquiry”. He is now working on his Ph.D. thesis on “Economical Analysis of Patent Law and special focus on methods of the calculation of damages in Patent Infringement cases” at the Istanbul Bilgi University.

Professional Experience:

  • Turkish
  • English

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Hanife Yazıcı Sima

Real Estate Consultant

  • info@baltaconsulting.com
  • +90 2123766441

Hanife Yazici Sima, the PR Manager of Sima Investments, boasts a rich background with 18 years in Sales and Marketing across Germany and Turkey.

Her decade-long experience in the German market, coupled with 8 years in Turkey, has equipped her with a profound understanding of diverse business environments.

Fluent in German, English, and Turkish, Hanife skillfully bridges communication gaps, enhancing the company’s outreach. Her extensive network in Europe and the Middle East is invaluable, reflecting her ability to foster significant business relationships and expand the company’s global footprint.

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WENXI QU

CHINA TRADE & INVESTMENT CONSULTANT

  • info@baltaconsulting.com

Work Experience

SUZHOU ERMIS COMMERCE AND TRADE CO., LTD

CEO & Founder 11/2023 – Present

  • Lab-tested and dentist-approved dental products import and export
  • Cross-border dental consulting service

SELF-EMPLOYED TRADING CONSULTANT

08/2022 – Present

  • LED lights
  • Photovoltaic products
  • Civil unmanned aerial vehicles (“UAV”)

MICROSOFT

Customer Support Agent / Community Manager | 06/2016 – 07/2020

  • Customer support via Email
  • Provided solutions or advices to new team members to improve productivity and customer satisfaction
  • Worked with Helpshift to collect user feedback and feature requests
  • Investigated and tested client synchronisation and feature issues reported by users and filed bugs in Azure Devops
  • Team management: Recruiting, training, onboarding, CPI
  • Assisted to set up the support system including auto replies and FAQs

GUOTAI LITIAN ENTERPRISES CO. LTD.

Export Coordinator | 06/2015 – 04/2016

  • Took and confirmed garment orders from customers; translated requirements and made sure sample room delivered required samples on time
  • Calculated amount of fabrics and accessories, made orders and monitored production
  • Arranged periodic quality assessment
  • Coordinated among customers, material factories and garment manufacturers to meet delivery dates

Work Experience CONTINUED

ZHANGYING INTERNATIONAL FENCING CLUB

Director Assistant and Marketing Manager | 03/2014 – 05/2015

  • Organised monthly club events and open-day events
  • Reserved trial classes for potential individual and company clients
  • Kept track of class subscriptions and clients’ gears purchases
  • Helped clients register for national-wide and local seasonal competitions
  • Designed and ordered marketing materials like posters, flyers and small presents
  • Established cooperation with private schools to open fencing classes
  • Held fencing team-building events for companies (Decathlon Suzhou, ICBC etc)
  • Coach starter level fencing students
  • Maintained website, LinkedIn, Facebook, WeChat and Weibo of the club
  • Helped with HR and documentation of the club

CERES LTD.

Account Representative | 10/2012 – 02/2014

  • Account Representative for Eastern China
  • Acquired clients by making cold calls, visiting and other methods
  • Monitored clients’ account activities; made margin calls; processed the accounts including transaction records and other functions
  • Ensured that clients use the T4 platform correctly and provided training if needed
  • Asked for client feedback and forwarded to the marketing units for purpose of enhancing the quality of service
  • Prepared reports on commodity industry analysis, competitor analysis and market trends
  • Provided assistance in training seminars and maintaining strategic clients

HSBC

Remittance Clerk | 02/2010 – 06/2011

  • Verification of remittance instructions, remittance of accurate funding into customer’s accounts and assistance in customers’ reports for their foreign exchange income through phone calls and emails for SAFE reviewing
  • Verification of customers’ FX instructions, reminding customers to prepare sufficient funding in their accounts and provide effective instructions and assistance in further deal drawdown in Shanghai
  • Maintenance of deal filing for colleagues and customers to check details afterwards

EDUCATION HISTORY

SOUTHWESTERN UNIVERSITY OF FINANCE AND ECONOMICS CHENGDU, CHINA

Bachelor in International Trade and Economics | 2006 – 2010

  • Vice President of PR Department of the Student Union
  • Scholarship Recipient

Skills

  • Leadership and Management
  • Marketing and Presenting
  • Experience in the Chinese market
  • International trade
  • Investment
  • Machine Learning Nano Degree

Languages

  • Chinese (Mandarin) : Native
  • English : Near native
  • German : Basic

INTERESTS

  • Art and Philosophy
  • Biology and Medicine
  • Learning
  • Painting
  • Writing and Journaling
  • Nature Exploration
  • Charity and Community work

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Av. Mustafa Kemal Balta, LL.M.

Attorney at Law
Istanbul Bar Association

  • mkbalta@baltaconsulting.com

Education:

Istanbul University, February 2006 – February 2007

  • Faculty of Law – Equivalency Exams
  • Obtained the Equivalency Diploma of the Faculty
  • Admitted to the Istanbul Bar Association since May 2008

Cergy-Pontoise University- Paris, Exchange Student, 2000 – 2001

Hannover University, Germany, 1997 – 2003

  • Faculty of Law (European Legal Practice Integrated Studies – ELPIS)
  • Master’s Degree in Law (European Law)
  • Specialization in European Law (MLE Title)

Lycée Saint-Joseph – Istanbul, 1987 – 1995

  • High School

PROFESSIONAL EXPERIENCE:

Corendon Airlines – Chief Legal Counsel, July 2018 – September 2023

  • Advising and assisting the Company with regards to Aviation Law, Commercial and Corporate Law issues.
  • Drafting and negotiating the Financial Leasing Agreements with the Lessors, such as Boeing, SMBC, BOC Aviation and others.
  • Advising the Company Management on all types of commercial and corporate law issues, establishing and registration of all types of companies, reviewing and drafting any and all necessary company Agreements.
  • Drafting legal memoranda and legal opinions.

Balta Attorney Partnership – Partner, May 2015 – June 2018

  • Advising and assisting both domestic and foreign clients in corporate issues, corporate financing transactions, mergers and acquisitions, Due Diligence procedures;
  • Rendering legal consultancy services to international investors/companies in M&A transactions as well as in all legal issues in Turkey;
  • Advising multinationals on all types of commercial law issues, establishing and registration of all types of companies, reviewing and drafting Share Purchase/Shareholders Agreements.
  • Drafting legal memoranda and legal opinions.

Bosphorus Gaz Corporation A.Ş. (Gazprom TR) – Istanbul, Chief Legal Counsel, May 2012 – May 2015

  • Advised and assisted the Management with regards to any and all energy Projects,
  • Drafting, Negotiating &b Executing of Gas Sale & Purchase Agreements with the clients;
  • Advised the Management in all corporate issues, corporate financing transactions, mergers and acquisitions, Due Diligence procedures of the majority shareholder Gazprom Germania;
  • Advised and assisted the Management in most aspects of Energy Law with emphasis on reviewing and drafting of Gas Sale & Purchase Agreements;
  • Applying for all kind of energy licenses to Energy Market Regulatory Authority (EMRA);
  • Drafting legal memoranda and legal opinions;
  • Advised the Management on all types of commercial law issues, establishing and registration of all types of companies, reviewing and drafting Share Purchase/Shareholders Agreements.

Baker & McKenzie (Esin Law Firm) – Istanbul, Senior Associate, June 2009 – 2011

  • Advised and assisted both domestic and foreign clients in corporate issues, corporate financing transactions, mergers and acquisitions, Due Diligence procedures;
  • Worked as Secondment at Bosch Group premises and assisted the Bosch Group in M&A transactions, advised and assisted all of 6 Group companies in all legal issues;
  • Drafting for both domestic and foreign clients memoranda and legal opinions
  • Advised multinationals on all types of commercial law issues, establishing and registration of all types of companies, reviewing and drafting Share Purchase/Shareholders Agreements;

August 2008 – January 2009

  • Completed the Military Service

Aksan Law Firm – Istanbul, Senior Associate, Sept. 2007 – August 2008

  • Advised and assisted both domestic and foreign clients in corporate issues, corporate financing transactions, mergers and acquisitions, Due Diligence procedures;
  • Advised and assisted both domestic and foreign clients in most aspects of Energy Law with emphasis on reviewing and drafting of Wind Turbine Agreements, applying for all kind of energy licenses to Energy Market Regulatory Authority (EMRA);
  • Advised multinationals on all types of commercial law issues, establishing and registration of all types of companies, reviewing and drafting Share Purchase/Shareholders Agreements;
  • Drafting for both domestic and foreign clients memoranda and legal opinions

Serap Zuvin Law Offices – Istanbul, Junior Associate, December 2005 – Sept. 2007

  • Worked as Junior Associate in Pharmaceutical Law, Aviation Law, M&A and International Commercial Law
  • Assisted partner and associates in conducting Due Diligences and Legal Researches
  • Assisted associates drafting memoranda, legal opinions and various agreements concerning different areas of law
  • Participated in meetings and conference calls with foreign clients

ITKIB – Istanbul Textile and Apparel Exporters’ Association, June 2004 – December 2005

  • Providing consultancy service and guidance for domestic export companies over organizational aspects of business and trade shows

Internship at the Hannover Courts – Hannover, March 2002- May 2002

Internship at Bıcakçı & Tanverdi Law Office – Istanbul, June 2001- September 2001

NOKIA Finland (Part-time), March 2001

  • Product Presentation during the Cebit Fair / Hannover

SONY ERICSSON Germany (Part-time) March 2000

  • Product Presentation during the Cebit Fair / Hannover

Dr. Schreiber’s Law Office – Hannover, Legal Assistant, June 1999

LANGUAGE & COMPUTER SKILLS

  • German: Fluent
  • French: Fluent
  • English: Fluent / Toefl IBT Score: 96
  • All kind of Microsoft Office applications

SUMMARY OF QUALIFICATIONS

  • Results driven
  • Excellent command of written and spoken Turkish, English, German and French
  • Committed team player using high standards of communication ability to establish positive interpersonal relationships
  • Self-motivated and reliable

EXTRACURRICULAR ACTIVITIES

Health, Technology, Books, Fitness, Music, Dance, Cinema and Documentaries.