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CORPORATE FINANCE

Our Corporate Finance Department, led by a dedicated team with many years of professional experience in corporate finance, provides consulting services on Business Valuation, Mergers, Acquisitions, Pre-IPO Transactions, Financial Modeling, Project Finance, and Capital Markets. Our Services Business Valuation As there has been an increase in the flow of foreign capital into the Turkish market in recent years, coupled with mergers between domestic corporations, more and more shareholders of companies wish to know the value of their shares these days. In addition to that, certain legal requirements (the applicable Capital Market and tax regulations in particular) and share transfers in family-run businesses or between shareholders also necessitates stock valuation. To assist you with your valuation needs, we offer the following services: Review of company operations and development of future Business Plans Valuation of business by using globally recognized methods (Net Asset Value, Net Book Value, Discounted Cash Flow and Coefficient methods) Valuation of minority interests versus majority interests Assisting the buy-side with conducting Purchase Price Allocation after the transfer of shares Valuation of goodwill

Mergers & Acquisitions Consulting We provide financial advisory services for all types of business acquisitions, divestitures and mergers involving share transfers. Buy-side Consulting The range of buy-side consulting services we provide include: Identification and analysis of potential sellers, and presentation of findings to the buyer Bringing the buyer and the seller together Provision of practical advice on the drafting of letters of intent Due diligence Valuation of the target business after the completion of the necessary due diligence, and active participation in bid revision and share transfer agreement negotiations Provision of assistance to buyers with satisfying preliminary legal, operational or financial requirements, if any, (e.g. requirement for obtaining the Competition Authority’s approval) contained in their share transfer agreements Active participation in identifying adjustments that would affect a target business’ value when closing the intended acquisition

Sell-side Consulting The services we provide to assist our clients with selling their minority or controlling interests to strategic or financial shareholders include: Assessing the readiness of the seller’s business with a focus on operational, financial, legal and tax aspects Preparation of documentation promoting the business intended to be divested Valuation of the business intended to be divested Financial analysis of the buyer’s letter of intent

Preparation of the seller’s business for due diligence (creation of a data room, process follow-up) Assessment of the buyer’s revised bid, and provision of advisory services jointly with our legal experts throughout the negotiation of the intended share transfer agreement Provision of financial consulting services throughout the negotiation of a shareholder agreement, if needed, Monitoring and coordination of the performance of preliminary requirements, if any, to be satisfied by the seller Active participation in price adjustments when closing the intended divestiture


Pre-Initial Public Offering Consulting There is considerable benefit for a business in receiving consulting services before launching an IPO and engaging a securities underwriter. Through these services, issuers can identify and remedy their weaknesses and highlight their strengths before applying to the Capital Markets Board and Borsa Istanbul and presenting themselves to investors. We, at Mazars Denge, provide you, as an IPO client, with the following services to assist you with completing the whole IPO process quickly and smoothly: Development of an IPO strategy (timing, method, selection of the right underwriter and market - National Market/Emerging Companies Market – domestic/foreign exchanges, etc.) Assessing your company’s readiness to be a public company with a focus on operational, financial and legal aspects (divestiture of idle assets, assessing is there is a need for a merger or split-off, and development of a corporate governance system) Preparation of the necessary prospectus and other relevant documentation (Info Memo) Preparation of the required application forms to be filed with the Capital Markets Board and Borsa Istanbul, and management of the process

Financial Modeling We provide the following services to businesses to meet their financial modeling needs: Development of long-term strategic Business Plans Support for budget planning and preparation of monthly/annual budgets Development of a roadmap for businesses to manage their financial needs

Project Finance We provide the following services to assist businesses in accessing long-term finance needed for their large-scale projects: Selecting and contacting domestic and international financiers Preparation of financial feasibility reports, including project details Preparation of financial feasibility reports for financiers Ensuring coordination with other technical consultants involved in projects

Capital Market Consulting We provide the following consulting services to businesses planning an initial public offering, publicly traded businesses, investment trusts and brokerage firms: Public offering/private placement of securities, Issuing debt instruments (bonds, commercial papers, etc.) Formation of real estate investment trusts, Formation of venture capital investment trusts Formation of securities investment trusts, Consulting services for brokerage firms Consulting services for corporate governance , Consulting services for capital market transactions (exemptions, offerings, investor relations, etc.)

CONTACT Hürriyet Mah. Dr. Cemil Bengü Cad. Hak İş Merkezi No:2 K:1-2 Çağlayan 34403 Kağıthane/İstanbul T: (+90 212) 296 51 00 F: (+90 212) 296 51 44 nulkutan@mazarsdenge.com.tr www.mazars.com.tr tr.linkedin.com/company/mazarsdenge

Neşe ÜLKÜTAN

Corporate Finance Consultant Partner

Corporate Finance  
Corporate Finance  
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