1. Mid Market M&A Review
2012
market PE’s are formed. There is still a way to
SBB Capital -Sunbelt Network, is an go for both SME owners and PE’s to have a
independent consultancy firm specialized in common understanding, especially on
mid market M&A deals headquartered in USA. reporting standards and management styles.
Since 2010 the company has been operating in Lots of mid market deals with PEs failed in the
Turkish market. Despite the fact that the tortuous due diligence process.
process is quite similar to large scaled deals,
mid market has its unique dynamics. Similar to Both strategic investors and PE’s ask for the
the difference between a marathon and a 100 detailed business plan of 3-5 years from the
m race in athletics. target companies. SMEs should prepare a
reliable but attractive business plan supported
Although M&A is a quite new approach for by last 3 years actual performances. Most of
SME owners and managers, it is blooming SME’s have discrepancies between the
rapidly among the companies and the investors financial reporting and corporate governance.
who find those transactions appealing. To be Thus, it is getting harder for investors to
able to follow the fast changing segment evaluate the real performance of the
dynamics, and to share the figures with our companies and the process is getting longer.
stakeholders, we have decided to publish a Having a longer and complicated deal
mid-market M&A report. discussions and not forming a common
language can be a reason for deal brake.
The perception of “sold for losses” is gradually
being replaced by the concept of “good We would like to thank all our stakeholders and
investment opportunity” for target companies. SBB team for their support in putting the Mid
A partnership model can be implemented with Market report together.
various objectives such as accelerating the
growth, having the competitive advantage,
establishing a corporate governance structure Özge Germeyanoğlu
or being succored from a financial bottle neck, Managing Partner
etc. Although the owners still have the
motivation of “ Having the full ownership”, they Sunbelt Türkiye
tend to perceive M&A’s more positively as they SBB CAPITAL PARTNERS
see the benchmarks of successful M&A deals
in the marketplace, especially corroborated by www.sbbcapitalturkey.com
the second generation in management.
The market for large-scale deals is getting tight
and the growth opportunities are already
exploited. Hence PE’s changed direction
through mid market companies or new mid

2. The M&A market has been dominated by the
Mid Market segment in 2011 in terms of the
number of closed deals. Mid Market is still
popular despite the global and local political
and economical uncertainties. Turkey
managed to get rid of the effects of global
economic crises through new markets in North 46%
54%
Africa and its eastern neighbors. However in
2012, problems in these markets and
economical slow down measures of the
authorities have been negatively affecting the
future expectations and postponement of the Foreign Local
investment schedules. The effect is clear
looking at the number of closed deals.
However the credit rating upgrade in the Q4
and another upgrade expectation from a
different institute in the 2013 has pushed
Turkey up in the investment arena. 30%
98 mid-market deals were closed in 2012. The
report covers deals with USD 1-50 million
enterprise value. The average deal size is USD
12,4 million in this range. 70%
Mid market M&A’s are dominated by strategic
investors. 70% of the acquirers have strategic Strategic PE
motivation to buy the stakes. 56% of these
investments are originated from foreign
countries. Foreign companies targeting
minimum risk and faster deployment prefers an
acquisition to enter the Turkish market that still
has a growth potential with attractive
19%
consumption figures and niche markets with
low competition. Acquisition
40%
5% Majority
PE investments are low in the market. Though
SBB Capital Turkey expect this figure will be 50%
much higher in the coming years. 69% of PE’s
Minorty
invested in Turkish companies in 2012 have
local offices and a local team. A lot of new PE 36%
funds raised targeting SME market with higher
growth rates and unsaturated markets of SME
companies.
The other differentiating factor of SME M&A
Foreign investors have played the leading role
deals is the transferred stake ratio. 76% of the
in 2012 with 54% share in deal numbers. Most
acquirers have the full or majority stake in the
of the funds came through EU countries where
closed deals. 31 of the deals are 100% stake
Germany and UK have the upper hand. USA
sales among 98 deals of the year.
that has global leadership in M&A transactions
Having a sector based overview; , marketing is far below in mid market due to geographical
services, health, retail, financial services and remoteness and investment size. Middle East
internet based operations stand out in terms of is also not a dominant player in the mid market
deal number. deals mainly due to deal sizes. However it
worths to mention that Far East became an
www.sbbcapitalturkey.com SBB Capital Partners

3. active investor despite geographical proximity
and cultural differences in 2012.
Country Deal #
Germany 11
UK 6
Swiss 3
Italy 3
France 3
Singapore 3
USA 2
UAE 2
Japan 2
The Netherlands 1
Austria 1
Poland 1 For more information::
Russia 1
Kuwait 1
SBB Capital Partners
Hong Kong 1 Bayar Caddesi Değirmen Sok
Denmark 1 Derya Sitesi B2 D34
Kozyatağı İstanbul
Despite there has been a drastically increase www.sunbeltturkey.com
in the potential transaction projects, the deal
www.sbbcapitalpartners.com
closing ratio was quite low in 2012. We
sunbeltturkey@sunbeltnetwork.com
anticipate a better performance in the new year
with the support of upgraded credit ratio, low
revenue scheme of alternative investment tools T:+90 216 3625276
and the closure of ongoing deals from 2012. F:+90 216 3726634
More over in 2013 the investors will turn their
focus from mature Istanbul to unsaturated Waiver Notice
Anatolian companies. This Report has been prepared for information purposes
relating to M&A activities in SME sector. This Report does
not purport to be all-inclusive nor to contain all the
SBB Capital Türkiye, foresees that the mid information that a prospective investor may require in
market transactions which are far below the deciding whether or not to invest in SME sector. Each of
SBB Capital Turkey and its respective subsidiaries and
market growth potential in Turkey will boost up associated companies and its respective officers,
in midterm. Increasing number of employees and agents expressly disclaims any and all
liability which may be based on this Report or such
professionally managed SMEs, correct information, and any errors therein or omissions therefrom.
preparation and strategic business plans will
Transactions data presented in this report are based on
ease the process in favor of investors. On the information that is readily available in the public domain.
orher hand, as the investors get more involved SBB Capital has not conducted any research on the
accuracy of the given information. Therefore, SBB Capital
in the Turkish SME market, they got used to Turley does not accept any responsibility as to the
the sector dynamics and risk perception will accuracy or completeness of the data. This report does not
cover capital market transactions, IPOs, real estate sales,
lighten. PEs will lead the growth in the SME intra-group share transfers and transactions of financial
market transactions. Currently there is over 30 institutions within the framework of debt restructuring.
PEs targeting mid market companies in Recipients of this report are not to construe the contents of
Turkey. Not only the number of PEs but also this Report as legal, business, tax or other advice. Any
recipient or prospective investor should not rely upon this
the size of the funds and the invested Report in making any decision, investment or otherwise
companies will increase in the near future. and is recommended to perform their own investigation
and seek their own independent advice.
www.sbbcapitalturkey.com SBB Capital Partners

4. List of the Deals
# Target Sector Acquirer Country Profile Stake
1 4129 Marketing WPP UK Strategic Majority
Ak-Al Alaplı İplik
2 Textile Dinarsu Tekstil Turkey Strategic 100%
Tesisleri
3 Alartes Enerji Energy Gözde Girişim Turkey PE 51%
4 Altın Optik Health Carl Zeiss Vision Germany Strategic 100%
5 Anele Logistics Netlog Turkey Strategic 80%
6 Ansa Yatırım Financial services Individual Turkey Strategic 100%
7 Araklı Enerji Energy Ayen Enerji Turkey Strategic 76%
8 ArcedoMonk Socail Gaming 212 Capital Partners Turkey PE -
9 Ataman Kozmetik Cosmetic Eczacıbaşı Turkey Strategic 100%
10 Aydemir Elektrik Energy Utopya Turizm Turkey Strategic 99%
11 Balerin E-trade 212 Capital Partners Turkey PE -
12 Başak Traktör Automotive Sanko Holding Turkey Strategic 100%
13 Bavet İlaç Medical NBK Capital Kuwait PE 50%
14 Bellini Gıda Food Nissin Food Japan Strategic 50%
15 Butigo E-trade 212 Capital Partners Turkey PE -
16 Cem - Fa optik Health Carl Zeiss Vision Germany Strategic 100%
17 Cevher Döküm - Jant Automotive supply ADM Capital Hong Kong PE 46%
18 Cloud Arena Internet 212 Capital Partners Turkey PE -
19 Colordent Health Hospitadent Grubu Turkey Strategic 100%
20 Crispino Retail Gültekin Group Turkey Strategic 100%
21 Çınay Kimya Medical Angelini Group Italy Strategic 100%
22 Değer Menkul Değerler Financial services Saxo Bank Denmark Strategic 90%
23 Doğa Tarım Agriculture Egeli&Co. Turkey PE 90%
Oman Insurance ve
24 Dubai Grup Sigorta Financial services UAE Strategic 100%
Starr Insurance
25 Duranlar Tarım Agriculture Mega Polietilen Turkey Strategic 50%
26 Eko TV Media Doğan Grubu Turkey Strategic 25%
27 Ekomak Industrial Production Atlas Copco Swiss Strategic 100%
28 Elsys Software itelligence Germany Strategic 60%
29 Ersun Kimya Chemistry KOG Investments Singapore Strategic 100%
30 Etiler İnci Büfe Food Karsusan Turkey Strategic 67%
Euro Yatırım Menkul Gries & Heissel
31 Financial Services Germany Strategic 94%
Değerler Bankiers
www.sbbcapitalturkey.com SBB Capital Partners

5. 32 EuroMessage Marketing Doğuş Grubu Turkey Strategic 40%
Tiger Global
33 Evidea E-trade USA PE -
Management
34 Evmanya E-trade Doğan Online Turkey Strategic 100%
35 Exper Bilgisayar IT Penta Teknoloji Turkey Strategic 67%
36 Filmat Consumer Electronics Fuji Film Germany Strategic 100%
Universe Capital
37 Frigo Pak Food USA PE 29%
Partners
FU Gayrimenkul Yatırım
38 Financial services Pera Capital Turkey PE Majority
Danısmanlık A.Ş.
39 GAAT International Textile George at ASDA UK Strategic 100%
40 Gimsan Gediz İplik Textile Ataç İnşaat Turkey PE 27,78%
41 Go Mango Food D.ream Turkey Strategic -
42 Grow Fide Agriculture Unal Ailesi Turkey Strategic -
43 Gurme Servis Food D.ream Turkey Strategic -
44 Gümüşsuyu Halı Textile Modern Halı Turkey Strategic 100%
45 HAK Menkul Kıymetler Financial services PhillipCapital Singapore Strategic 100%
Antalya Güçbirliği
46 Hare Beverage Turkey Strategic 100%
Holding
47 Hazinem.com E-trade 212 Capital Partners Turkey PE -
48 Hemen Kiralık E-trade 212 Capital Partners Turkey PE -
49 HSK Air condition Systemair Swiss Strategic 70%
Galata Business
50 Inploid IT Turkey PE 30%
Angels
51 Interteks Fair Organization Fiero Milano Italy Strategic 60%
52 IQ Travel Tourism Meeting Point Germany Strategic 51%
Iron Mountain
53 Iron Mountain Arşivleme Services UK Strategic 35%
Holdings
Universe Capital
54 İdaş Bedding USA PE -
Partners
55 İdefix IT Doğan Online Turkey Strategic 100%
56 İpek Optik Optic Essilor International France Strategic 100%
57 İstanbul Doors Food D.ream Turkey Strategic 74%
58 Jinemed Health Acıbadem Sağlık Turkey Strategic 65%
Kaynak Finansal
59 Financial services Üs Holding Turkey Strategic 45%
Kiralama
60 KKT Logistics Netlog Turkey Strategic 100%
61 Lidyana.com E-trade Ru-Net Russia PE -
62 Life Medya Fuarcılık Fair Organization Tarsus Group UK Strategic 70%
63 Maçkolik.com Internet Perform UK Strategic 51%
64 Makine Takım Industrial Production Gözde Girişim Turkey PE 30%
65 Manajans Marketing WPP UK Strategic 100%
www.sbbcapitalturkey.com SBB Capital Partners

6. 66 Mataş Matbaacılık Printing services VBG Holding Turkey Strategic 47%
67 Maxtone Health Amplifon Italy Strategic 51%
68 Mikro Ödeme Internet Mediterra Turkey PE Majority
69 Mira Menkul Değerler Financial services Renaissance Capital Turkey PE 100%
70 Mobilike Internet Madvertise Germany Strategic -
71 Mobiliz IT Mediterra Turkey PE -
72 Multiyirmisekiz Real estate Altındağ Turkey Strategic 50%
Murat Un Sanayi -
73 "Buğday işleme Food Interflour Singapore Strategic 100%
varlıkları"
74 Mürekkep Matbaacılık Printing services Taraf Gazetesi Turkey Strategic 99%
VHV
75 Nart Sigorta Financial services Germany Strategic 40%
Vermogensanlage
76 Neredekal.com IT İlab ventures Turkey PE 27,50%
CWT Anadolu
77 Nova Gümrük Logistics Turkey Strategic 60%
Lojistik
78 Num Num Food İş Girişim Turkey PE 61,70%
79 Opak Optik Health Essilor International France Strategic 51%
80 Oracal PVC Orafol Germany Strategic 100%
81 Oxygen Consultancy HR advisory Allgeier SE Germany Strategic -
82 Perpa Koruma Services Trenkwalder Avustrai Strategic 20%
83 Ren Grup Diyaliz Health Fresenius Germany Strategic 100%
84 Rito Tohumculuk Agriculture Unal Ailesi Turkey Strategic -
85 Sekotek Elektronik Lock Asso Albay Swiss Strategic 100%
86 Sigma Danışmanlık Software ASEE Poland Strategic 98,68%
87 Silk & Cashmere Retail Eastgate UAE PE 45%
88 Sireo Real estate Turkuaz Turkey Strategic 100%
Tiger Global
89 Sporcum.com E-ticaret USA PE 68,31%
Management
90 Toksöz Spor Retail İş Girişim Turkey PE 51%
Tolina Tarım ve
91 Agriculture Egeli&Co. Turkey PE 43,57%
Hayvancılık
92 Transteknik Teknoloji Consumer Electronics Konica Milota Japan Strategic 100%
Universe Capital
93 Transtürk Logistics USA PE 75,40%
Partners
94 Turlog Lojisitik Logistics Borusan Lojistik Turkey Strategic 100%
Ultra Görüntüleme
95 Health Euromedic Nederlands Strategic 100%
Merkezi
Galata Business
96 Ustaeli.com E-trade Turkey PE -
Angels
97 Yeda Tora Optik Optic Essilor International France Strategic 70%
98 Zirve Gıda Agriculture Doruk Group Turkey Strategic 60%
www.sbbcapitalturkey.com SBB Capital Partners