Altun Gıda A.Ş. and GMS Yatırım Holding A.Ş. acquired shares representing 74.85% of the capital of Seğmen Kardeşler Gıda Üretim ve Ambalaj Sanayi A.Ş. from Ümit Gümüş. According to the KAP (Public Disclosure Platform) announcement, the total consideration is approximately $82.5 million, subject to adjustments.

Following the initial closing, Altun Gıda and GMS Yatırım Holding were reported to have reached a combined 71.056% voting interest in Seğmen Kardeşler. Crossing this threshold triggered a mandatory tender offer obligation under the Capital Markets Law and CMB (Capital Markets Board of Turkey) regulations.

Seğmen Kardeşler Gıda is a Turkish food company listed on Borsa Istanbul, operating in jam, marmalade, and packaged food products. The company produces for both the domestic market and export, with an established brand position in the packaged food segment.

Under Turkish capital markets legislation — the Capital Markets Law and the CMB’s Communiqué II-26.1 — a mandatory tender offer obligation arises when a person or persons acting in concert directly or indirectly acquires 50% or more of the voting rights of a publicly traded company. In some circumstances this threshold may be lower, depending on the nature of the control change and the existing share structure.

In the Seğmen Kardeşler transaction, Altun Gıda and GMS Yatırım Holding’s combined 71.056% voting interest triggered this obligation.

A significant dimension of the transaction is the characterization of Altun Gıda and GMS Yatırım Holding as persons acting in concert. Under Turkish capital markets law, persons acting in concert are treated as a single unit for tender offer obligation purposes — their total voting rights are aggregated regardless of each party’s individual ownership percentage.

This structure directly affects the legal architecture of the transaction: a control transfer effected through the coordinated action of two separate acquirers is treated as a single acquisition for mandatory tender offer purposes.

Seğmen Kardeşler’s share structure includes share classes with different voting rights. The tender offer price of TRY 38.90 per Class B share was submitted for CMB approval. Determining the mandatory tender offer price in structures with privileged shares requires separate assessment of the voting rights and economic value of each share class.

The transaction required approval from the Turkish Competition Authority (Rekabet Kurulu) before closing. The Competition Authority was reported to have approved the transaction. In Turkey, mergers and acquisitions are subject to Competition Authority notification and approval when certain turnover thresholds are exceeded. Transactions in the food sector — particularly where market share concentration in specific product categories is involved — can attract Competition Authority scrutiny.

Following Competition Authority approval, the acquirers filed for a mandatory tender offer with the CMB. The offer price for Class B shares was set at TRY 38.90.

Under Turkish regulations, the mandatory tender offer price must meet, at a minimum, the highest of:

• The price paid in the transaction that triggered the change of control
• The weighted average exchange price over a specified period prior to the offer
• Other criteria determined by the CMB

Whether the TRY 38.90 offer price satisfies these criteria and whether the CMB requested any adjustments during the approval process are critical points to monitor.

As a publicly traded company, Seğmen Kardeşler is required to disclose each stage of the transaction to the public through KAP. These disclosures cover share transfers, voting right changes, the Competition Authority decision, the CMB filing, and each step of the mandatory tender offer process.

This transaction illustrates how control transfers in Turkish public companies are structured. A transfer effected through the coordinated action of two acquirers rather than a single buyer makes the correct determination of concert party status and the timely fulfillment of mandatory tender offer obligations critical.

A change of control in a publicly traded food company presents distinctive post-closing integration challenges:

• Board structure: Representation of the new controlling shareholders on the board and satisfaction of independent director requirements
• Related-party transactions: Conducting transactions with the acquirer group in compliance with CMB regulations on related-party transactions
• Minority shareholders: Managing relationships with minority shareholders who do not participate in the mandatory tender offer

As consolidation trends continue in the Turkish food sector, the regulatory dimension of control transfers in publicly traded food companies is becoming increasingly complex. This transaction is an example of a multi-layered regulatory process requiring simultaneous management of Competition Authority approval, CMB mandatory tender offer process, and KAP disclosure obligations.

The control transfer at Seğmen Kardeşler Gıda comprehensively illustrates the legal architecture of control transfers in Turkish public companies — concert party status, mandatory tender offer obligations, Competition Authority approval, and the CMB process. For investors and advisors investing in Turkish capital markets or acquiring stakes in Turkish public companies, this transaction underscores the importance of carefully monitoring control change thresholds and mandatory tender offer obligations.