The report present the analyses of M&A deals performed in mid-market in Turkey.

1. Mid Market M&A Review
2013
2013 was a challenging and an exceptional
year for Turkey . In the global arena the
agenda was, appeared green grasses in some
of the developed economies, revised bond
buying program of FED and changed direction
of money flows while increasing socialpolitical tension, war in Syria and volatile
exchange rates were in the country.
While the M&A activities are slowing down by
number and scale globally, Turkey is
experiencing a shrink in scale while keeping
the number of closed deals in the same level
of last year. On the shadow of political crises
and hesitation of foreign investors, SME
market managed to keep the M&A activity
size regarding the deal number. 97 deals were
closed this year, a very close size to 2012.
Strategic investors are still leading the market
with ongoing interest while PEs are nearly out
of the segment excluding small scaled internet
investments .
We are delighted to observe that just within
two year this study already presenting the
trends in the country and SME segment
successfully.
Turkey’s demographic fundamentals,
increasing purchasing power of middle
segment and geographical position appoints
the county as a key destination for investors.
SMEs of the country maintain its well
deserved popularity among strategic
investors. Massive growth potential, pleasing
profit margins and unsaturated operational
efficiency puts the segment in the centre of
attention. Narrowing opportunities and profit
promises in the large scaled deals are also
support the trend.
Ongoing discussions and active interest on
the SME market, considerably developed the
understanding of both sides in a potential
deal. We are pleased to state that, investors
(especially PEs) are revising their corporate
management requirements regarding the
market practice while SMEs are allocating
more sources on the subject. However, there
is still a way to go for both SME owners and
investors to have a common understanding,
especially on reporting standards and
management styles. SBB Capital Turkey puts
its effort to back up the decrease in the gap
by public seminars and publications.
We would like to thank all our stakeholders
for their support in putting the Mid Market
report together, that enables to bring out
right findings of the SME market by taking out
privatizations and large scaled deals.
Özge Germeyanoğlu
Managing Partner
Sunbelt Turkey
SBB CAPITAL PARTNERS
www.sbbcapitalturkey.com

2. Remarkably strong performed Turkish
economy in the last global crises, is expected
to grow by 4% after the year of slowdown and
re-stabilizing in 2012. Turkey’s demographic
fundamentals, increasing purchasing power of
middle segment and geographical position
attracts the investors focusing on mid and
long term returns who do not effected from
the recent political turmoil.
In such a challenging year, SME market
managed a sustained level of M&A activity
while experiencing a shrink in deal sizes. 97
mid-market deals were closed in 2013. The
report covers deals up to USD 50 million
enterprise value. Undisclosed deals are not
listed in this report.
Average deal size has decreased by 38% to 8
million USD due to increasing share of small
scaled internet deals. If we exclude the
internet deals, the shrink was only 10%.
Decreasing value of TL against USD and Euro
has also effected the deal sizes in foreign
exchange.
2013 can be named as the year of internet
investments. PE’s and angel investors
majorly focused on early-stage internet
projects. ¼ of the total deals considering the
deal number was on this sector.
Strategic investors are dominant in the midmarket M&A deals. Once more, 70% of the
acquirers have strategic motivation to buy the
stakes. 52% of these investments are
originated from foreign countries. Foreign
companies targeting minimum risk and faster
deployment prefers an acquisition or
partnership with majority share to enter the
Turkish market that still has a growth
potential with attractive consumption figures
and niche markets with low competition. It
worth to mention that, only two of the foreign
investor got minority share in the 2013 deals.
2012
Deal #
Total deal size million USD
Average Deal size million USD
Foreign Investors Share
# - volume
Over 50% share
purchase ratio
Top 3 sectors
www.sbbcapitalturkey.com
2013
98
97
467
383
11,6
8
%46_%53
%40 _%54
76%
72%
Finance,Health,
E-trade
Trend
IT, E-trade,
Internet
2

3. Private Equities eagerly exploit the potential
of the market by proactive acquisition
strategies. However their existance in the
Mid-market is still low. Despite, more and
more PEs are established for SME market
each year, the closing ratio of the deals are
not as high as strategic investors. The PEs
were nearly out of the mid-market M&A deals
in 2013 except internet transactions. Only 10
non-internet SMEs were able to get
investment from PEs in 2013, which was 19 in
last year. Regardless of low number of closed
deals, keen PE activity and achieved
discussions directly with the companies
upgraded the empathy and increase the
awareness of the market dynamics for both
sides. A lot of new PE funds still raised
targeting SME market with higher growth
rates and unsaturated market. Though SBB
Capital Turkey expect the existence of PEs in
mid market M&A will be much higher in the
coming years.
Minority
23%
Acquisition
43%
50%
5%
Majority
29%
There has been no change in the transferred
stake ratio of SME deals. 72% of the acquirers
(76% in 2012) had the full or majority stake in
the closed deals. 35 of the deals were 100%
stake sales among 97 deals of the year.
www.sbbcapitalturkey.com
IT
Distribution
E-commerce
Financial Services
Fair
Food
Service
Internet
Mine
Game
Retail
Advertising
Health
Technology
Textile
Production
Agriculture
Logistics
Energy
Other
2013
15
2
12
2
4
7
5
12
5
3
6
3
3
1
1
5
1
1
1
8
2012
5
9
9
2
8
3
4
1
5
3
9
2
4
6
6
5
3
14
Having a sector based overview; internet
based operations and IT dominated the
transactions. Digital game companies were
also the ones that got investment trough this
digital trend. It is also notable that all 3
targets in the advertising sector deals were
again digital advertising agencies. In the other
edge of the digital world, mining sector stood
out with 5 deals which was not exists in 2012.
The Fair organization buyouts originated from
EU continued with increasing number of
deals. Food, retail and production sectors
maintained the deal number while financial
service, agriculture, health and textile deals
remained in modest levels.
3

4. Local investors were more active than
foreigners in 2013 and lead the market with
%60 share (%54 in 2012) in deal numbers.
Local players were majorly invested in
internet and e-commerce companies while
only %8 of the foreign investments is on this
segment. We have witnessed that local
players started to utilize from competitor
acquisitions for faster growth in the market.
Keeping its M&A activity levels and strong
interest of investors in such a challenging
atmosphere, SME market accredited its
massive potential. Deal process is getting
easier as the SMEs apply professional
management styles and preplanning for exit.
The same also applies for investors as they got
understanding of mid market dynamics and
scale down their expectation levels.
Despite there has been a significant shrink,
still most of the funds came through EU
countries where UK and Germany have the
upper hand. Geographical proximity and
country knowhow is the major criteria for out
of boundary investments. However, USA that
has global leadership in M&A transactions
become the most active county by 7 deals in
2013 and seems to increase the number.
Middle East is still not a dominant player in
the mid market deals mainly due to deal sizes.
However it worth to mention that Japan and
Far East became active investors despite
geographical proximity and cultural
differences in 2013.
In parallel with the increasing importance of
Turkey acting as a regional hub as well as the
rapidly growing middle segment, we expect
foreign investors to remain and eager PEs to
perform better on investing in SMEs in
Turkey. Better performing global economy
and reducing USD value of Turkish companies
by the devaluation of TL will also increase the
motivation of investment. However in short
term political elections and the cloudy climate
in emerging markets may prevent or postpone
the realization of full potential in M&A deals.
EU
USA
UAE
China
India
Japan
Korea
Kuwait
Malaysia
Russia
Saudi Arabia
Tailand
Singapore
Hong Kong
2013
19
7
1
1
1
2
2
1
2
1
1
1
-
www.sbbcapitalturkey.com
2012
30
5
2
2
1
1
3
1
4

5. For more information::
SBB Capital Partners
Bayar Caddesi Değirmen Sok
Derya Sitesi B2 D34
Kozyatağı İstanbul
www.sunbeltturkey.com
www.sbbcapitalpartners.com
sunbeltturkey@sunbeltnetwork.com
T:+90 216 3625276
F:+90 216 3726634
Waiver Notice
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 information that a
prospective investor may require in deciding
whether or not to invest in SME sector. Each of
SBB Capital Turkey and its respective subsidiaries
www.sbbcapitalturkey.com
and associated companies and its respective
officers, employees and agents expressly disclaims
any and all liability which may be based on this
Report or such information, and any errors therein
or omissions there from.
Transactions data presented in this report are
based on information that is readily available in
the public domain. SBB Capital has not conducted
any research on the accuracy of the given
information. Therefore, SBB Capital Turley does
not accept any responsibility as to the accuracy or
completeness of the data. This report does not
cover capital market transactions, IPOs, real estate
sales, intra-group share transfers and transactions
of PE institutions within the framework of debt
restructuring.
Recipients of this report are not to construe the
contents of this Report as legal, business, tax or
other advice. Any recipient or prospective investor
should not rely upon this Report in making any
decision, investment or otherwise and is
recommended to perform their own investigation
and seek their own independent advice.
5

6. List of the Deals *
#
Target
Sector
Acquirer
Country
Profile
1 8digits
Internet
Revo Capital
Turkey
PE
65,0%
2 Adeo IT
IT
Arena Bilgisayar
Turkey
Strategic
47,8%
3 Ak Alev Manyezit
Mine
Gözde Girişim
Turkey
PE
38,3%
4 Akakçe
E-commerce
Netprice
Japan
Strategic
20,0%
5 Ak-tops tekstil
Textile
Aksa Akrilik
Turkey
Strategic
40,0%
6 Alpay Enerrji
Energy
San Leon Energy
Ireland
Strategic
75,0%
7 alwaysfashion
E-commerce
Aslanoba Capital
Turkey
PE
10,0%
8 Aneles
Technology
Informatik
Turkey
Strategic
99,9%
9 Arlight
Production
Fagerhult
Switzerland
Strategic
100,0%
10 Arser İş Makineleri Distribution
Still GMBH
Germany
Strategic
51,0%
11 Artem
Service
Atalian Global Services
France
Strategic
100,0%
12 Aten Atık
Service
Alba Group
Germany
Strategic
50,0%
13 Autoking
Automotive
Pera Capital
Turkey
PE
14 Başak Depoculuk
Logistics
Özkardeş grubu
Turkey
Strategic
100,0%
15 Benal Danışmanlık Service
Aswar National Group
Kuwait
Strategic
100,0%
16 Beyaz İletişim
Retail
Penta Teknoloji
Turkey
Strategic
100,0%
17 Beyaz kutu
E-commerce
Demsa group
Turkey
Strategic
100,0%
18 Bileşim Alternatif
IT
Halk Bank
Turkey
Strategic
76,0%
19 Bitaksi
Internet
Aslanoba Capital
Turkey
PE
20 Boni
E-commerce
Aslanoba Capital
Turkey
PE
20,0%
21 buldum buldum
E-commerce
Aslanoba Capital
Turkey
PE
20,0%
22 Burger House
Food
HD İskender
Turkey
Strategic
51,0%
23 Callus
Call Centre
Comdata
Italy
Strategic
100,0%
24 cicek.com
E-commerce
Ciceksepeti
Turkey
Strategic
100,0%
25 City Farm
Food
Gedik Investment
Turkey
PE
26 crushmania
Game
doğa girişim
Turkey
PE
27 C-section
Advertising
WPP Group
USA
Strategic Majority
28 Çan Kömür
Mine
Odaş Elektrik
Turkey
Strategic
92,0%
29 Çatı Madencilik
Mine
Facor Alloys
India
Strategic
62,0%
30 Çelik İplik
Production
Osis Sinai Investment
Turkey
PE
45,0%
31 Çepaş Madencilik
Mine
Grupo Gonvarri
Spain
Strategic
51,0%
32 Daniska
Advertising
Rabarba
Turkey
Strategic
www.sbbcapitalturkey.com
Stake
66,0%
6

7. 33 daybuyday
E-commerce
Hepsiburada
Turkey
Strategic
100,0%
34 Deksarnet
Communication Superonline
Turkey
Strategic
100,0%
35 Dent İstanbul
Health
Individual
Turkey
Strategic
100,0%
36 Doğu Tıp merkezi
Health
Gulf Capital
UAE
PE
37 Doruk İletişim
IT
Individual
Turkey
Strategic
38 dugun.com
E-commerce
Aslanoba Capital
Turkey
PE
39 edefter
Internet
Revo Capital
Turkey
PE
40 Efa ticaret
Retail
C&J Clarks Overseas
UK
Strategic
100,0%
41 Efeler Market
Retail
KİM
Turkey
Strategic
100,0%
42 Ehil.com
Internet
Aslanoba Capital
Turkey
PE
43 Elsim Otomasyon
IT
Kollmorgan
USA
Strategic
44 Erdem Gençlik
Media
Euro-star media
China
Strategic
45 Evim.net
E-commerce
EBRD, Smile, 212
UK, Turkey
Luxemburg,
PE
Evrensel
46 Madencilik
Mine
CLK Holding
Turkey
Strategic
47 Fırsat bu fırsat
E-commerce
Aslanoba Capital
Turkey
PE
48 Filotürk
IT
Mobiliz
Turkey
Strategic
49 Fit&color
E-commerce
Aslanoba Capital
Turkey
PE
50 Fortis faktoring
Financial
Teb factoring
Turkey
Strategic
51 Game Sultan
Game
MOL Global
Malaysia
Strategic Majority
52 Gastro Club
Internet
BIC Angel Investments
Turkey
PE
25,0%
53 Group 29
Food
Doğuş Holding
Turkey
Strategic
75,0%
54 GTG Danışmanlık
Service
Trenkwalker
Austria
Strategic
20,0%
55 Güvenrehberi.com Internet
Aslanoba Capital
Turkey
PE
56 Herry Hazır Giyim
Retail
Metro Ticari
Turkey
Strategic
32,0%
57 ICG Yatırım
Financial
Individual
Turkey
Strategic
100,0%
58 Index bildisayar
IT
ABC data
Poland
Strategic
100,0%
59 IT İnnovasyon
IT
Universe Capital
Partner
USA
PE
60 incir.com
Internet
Aslanoba Capital
Turkey
PE
61 İpara
IT
Multinet
Turkey
Strategic
100,0%
62 İstanbul deri fuarı
Fair
UBM
UK
Strategic
50,0%
63 iyibilir.com
Internet
Doğa girişim
Turkey
PE
64 Joy Game
Game
CJ Games
Korea
Strategic
65 Kopuzmar
Food
Mediterra
Turkey
PE
www.sbbcapitalturkey.com
30,0%
100,0%
16,6%
20,0%
100,0%
37,5%
100,0%
100,0%
100,0%
51,0%
50,0%
100,0%
7

8. 66 KRC gayrimenkul
Real Estate
Egeli&Co
Turkey
PE
20,0%
67 Kron Telekom
IT
Netaş
Turkey
Strategic
10,0%
68 Lacivert
Food
Doğuş Holding
Turkey
Strategic
75,0%
69 Latek Holding
Production
Şahıs
Turkey
Strategic
74,0%
70 Lidyana
E-commerce
Hubert Burda Media
Germany
PE
22,0%
71 Mapss
Internet
Galata Business Angels Turkey
PE
72 Mataş Matbaacılık Printing
VBG Holding
Turkey
Strategic
53,0%
73 Mezalluna
Food
Doğuş Holding
Turkey
Strategic
70,0%
74 Mim Su arıtma
Service
A.O Smith Corporation
USA
Strategic
100,0%
75 Netsafe
IT
Rhea Ventura Capital
Turkey
PE
76 Netsis
IT
Logo
Turkey
Strategic
100,0%
77 NGN
IT
Croc
Russia
Strategic
100,0%
78 NTSR Fuarcılık
Fair
UBM
UK
Strategic
75,0%
79 onedia
Internet
Revo Capital
Turkey
PE
80 Onur Express
Retail
ŞOK
Turkey
Strategic
100,0%
81 Parkim
Cosmetics
Eigenmann & Veronelli Italy
Strategic
JV
82 PaytoGo
IT
MOL Global
Malaysia
Strategic Majority
83 Platform Fuarcılık
Fair
ITE Group
UK
Strategic
84 Plato Grup
Distribution
Smith Nephew
USA
Strategic Majority
85 Plesanta
Advertising
Y&R
USA
Strategic Majority
Polyplex Resins
86 Kimya
Production
Indoroma Ventures
Thailand
Strategic
100,0%
87 Pozitif Group
Entertainment
Doğuş Holding
Turkey
Strategic
80,0%
88 Prolab
Health
WVR international
USA
Strategic
100,0%
89 Reypa Food
Food
Çavuşoğlu Yapı
Turkey
Strategic
100,0%
90 Rultrans
Production
Megadyne
Italy
Strategic
100,0%
91 Sadece hosting
IT
Telecity
UK
Strategic
100,0%
92 Sektörel Fuarcılık
Fair
Deutsche Messe
Germany
Strategic
80,0%
93 SHR Online
IT
CJ Games
Korea
Strategic
50,0%
94 Sopsy
Internet
Aslanoba Capital
Turkey
PE
95 Şişli optik
Retail
Magrabi Optical
Suudi Arabia
Strategic
96 tasit.com
Internet
Aslanoba Capital
Turkey
PE
97 Tat Tohumculuk
Agriculture
Kagome
Japan
Strategic
30,0%
100,0%
100,0%
100,0%
*Targets listed by alphabetic order .
www.sbbcapitalturkey.com
8