Emre Özşar

Partner, Istanbul

Biography

“Emre Özşar is an excellent lawyer; his strong legal and negotiation skills are very helpful from client’s perspective. Emre’s ability to manage difficult situations and calls are unparalleled.”
The Legal 500, Türkiye 2023

Overview

Emre is the head of our Mergers & Acquisitions practice in Istanbul. His practice focuses on advising private equity, sovereign wealth fund, alternative capital provider (ACPs) and corporate clients on all forms of M&A transactions with a particular emphasis on cross border mergers & acquisitions and joint ventures.

Emre serves clients in many different sectors, including technology, financial services, e-commerce, consumer products, transportation and shipping/railway, energy, media, and healthcare among others.

In addition, Emre acts as a litigator, representing clients in complex commercial disputes and assists his clients in all fields of dispute resolution. His practice includes litigating before Turkish courts on various matters involving commercial law and code of obligations. He has also worked on particular disputes arising from mergers and acquisitions and shareholder relations.

Bars and Courts
Istanbul Bar Association
Education
Sports Law Certificate Program
Galatasaray University, Turkish Football Federation and Sports Law Institute
LLB
Istanbul Marmara University, Faculty of Law
Languages
Turkish
English
For Turkish law matters, White & Case works with GKC Partners in Istanbul.

Experience

TotalEnergies Renewables, the renewable energy subsidiary of Total group, in its acquisition of the shares representing 50% of the share capital of Rönesans Enerji Üretim ve Ticaret Anonim Şirketi, carrying out activities related to development and operation of renewable energy power plants and electricity generation and sale, from Rönesans Yenilenebilir Enerji Yatırım Anonim Şirketi, a subsidiary of the Turkish conglomerate Rönesans Holding.

Aksa Enerji Üretim A.Ş., an electricity production company listed on Borsa İstanbul, in its indirect acquisition of the shares representing (on a fully diluted basis) 51% of the share capital of NDAR Energies S.A., a project company which will be developing and constructing a power plant near Saint Louis, Senegal.

Zurich Sigorta A.Ş., the Turkish subsidiary of Zurich Insurance Company Limited, which is a leading multi-line insurance provider with a global network of subsidiaries and offices in Europe, North America, Latin America, Asia-Pacific and the Middle East, in its acquisition of the shares representing 99.7778% of the share capital of Mapfre Yaşam Sigorta A.Ş., which is engaged in life insurance business in Türkiye, from Mapfre Sigorta A.Ş.

Mosaic Syndicate Services Limited, a renowned next-generation global specialty insurer, in its warranty and indemnity insurance underwriting process in relation to the acquisition of the shares representing 53% of the share capital of Mikro Yazılımevi Yazılım Hizmetleri Bilgisayar Sanayi ve Ticaret A.Ş., one of Türkiye’s popular software solutions companies, by TeamSystem S.p.A., a company active in software solutions for small and midsize enterprises.

The Greenbrier Companies, Inc., a leading international supplier of equipment and services to the freight rail transportation markets, in (i) its acquisition of the shares representing 67.69% of the share capital of Rayvag Vagon Sanayi ve Ticaret A.Ş., a Turkish wagon manufacturer, via its European subsidiary, (ii) its subsequent sale of the above shares to third parties.

Fingen S.p.A., an Italian international investment firm that manages investments across multiple asset classes, including private equity, real estate and retail, in its joint venture with Kalyon İnşaat Sanayi ve Ticaret A.Ş., a Turkish conglomerate that has a diversified business in Türkiye including energy, infrastructure and real estate, in relation to design, construction, operation, and management of a new designer/luxury mall on 65 thousand-square meter land near the Istanbul Airport in Türkiye.

International Finance Corporation ("IFC"), one of the world's leading international organizations in private sector development, in:

  • its sale of the shares representing its entire share capital in Desna Menkul ve Gayrimenkul İnşaat Anonim Şirketi, subsidiary of Rönesans Holding Anonim Şirketi, one of Türkiye’s largest construction and infrastructure companies, with a valuation of US$18 million;
  • its sale of the shares representing approximately 0.134% of the share capital in Rönesans Holding Anonim Şirketi, one of Türkiye’s largest construction and infrastructure companies, with a valuation of US$ 7 million; and
  • the partial redemption of its equity investment in Rönesans Holding, one of Türkiye’s largest construction and infrastructure companies, in exchange of an extension of the Liquidity Put and Call Periods (established in the Subscription Agreement entered into between Rönesans, RC Rönesans İnşaat Taahhüt A.Ş., Rönesans Emlak Geliştirme Holding A.Ş., Erman Ilıcak and IFC).

Firmenich International S.A. ("Firmenich"), the world's largest privately-owned perfume and taste company founded in Geneva, Switzerland, and present in more than 100 markets, in its acquisition of the shares representing the entire share capital of Gülçiçek Kimya ve Uçan Yağlar Sanayi ve Ticaret A.Ş. ("Gülçiçek"), a family-owned Turkish company, active in fragrance production which is renowned for providing creative fragrance solutions to customers in Türkiye, Middle East, Eastern Europe and Africa, this transaction made Firmenich the sole shareholder of Gülçiçek, as part of a 4-year long process of serial acquisitions.

EnerjiSA Enerji Üretim A.Ş. ("EnerjiSA Üretim"), a joint-venture of Sabancı Group and E.ON, in their entrance into investment agreements with Enercon, a major German wind turbine manufacturer which is the market leader in Germany, for the purposes of realisation of YEKA-2 Wind Power Plant Projects (Renewable Energy Zone-2) tenders, with an investment value of US$1.2 billion. Once completed in 2026, an installed power of 1,000 MW will be added to the renewable energy portfolio of EnerjiSA Üretim, which is already the largest renewable energy production portfolio in Türkiye.

Kalyon İnşaat Sanayi ve Ticaret A.Ş., in its sale of the shares representing 50% of the share capital of Kalyon Enerji Yatırımları A.Ş. to W Solar Investment LLC, an Abu Dhabi-based joint venture of Alpha Dhabi Holding and Abu Dhabi Developmental Holding Company, which develops, owns, operates, and transfers renewable energy power plants in several countries of Africa, Asia, and Europe.

Wren House Infrastructure Management Ltd., the infrastructure investment vehicle of the Kuwait Investment Authority, in:

a) its approximately US$100 million acquisition of:

  • the shares representing 12.34% of the share capital of Zorlu Enerji Elektrik Üretim A.Ş., an electricity production company listed on Borsa Istanbul, from Zorlu Holding, a holding company engaged in textiles, electronic, energy and finance sectors among others;
  • the shares representing 50% plus one share of the share capital of the company holding the ZES Group companies, the electric vehicle charging business of Zorlu Holding, from Zorlu Enerji Elektrik Üretim A.Ş.;

b) its US$50 million acquisition, through its subsidiary Electrip Global Limited, of the shares representing the entire share capitals of:

  • ZES Solar Enerji Tedarik ve Ticaret A.Ş., a Turkish company engaged in solar panel business, from Zorlu Enerji Elektrik Üretim A.Ş., an electricity production company listed on Borsa Istanbul; and
  • ZES Solar Mena DMCC, a UAE company engaged in solar panel business, from the real persons Ahmet Nazif Zorlu and Olgun Zorlu.

Mid Europa Partners, a leading buyout investor focused on the growth markets of Central & Eastern Europe, in its sale of the shares representing 90% of the share capital of Özel Kent Sağlık Hizmetleri ve Malzemeleri Sanayi Ticaret A.Ş., to Acıbadem Sağlık Hizmetleri ve Ticaret A.Ş., one of the leading healthcare providers in Türkiye.

Liberyum Danışmanlık Bilgi Teknolojileri Ticaret A.Ş., in its acquisition of the shares representing the entire share capital of Rabobank A.Ş., a Turkish bank providing services to corporate clients, from Rabobank International Holding B.V.

ZIP International Holdings PTY LTD, an affiliate of Zip Co Limited, a global leader in digital retail finance and payment systems, operating in various countries including Australia, Canada, India, Mexico, New Zealand, the United Kingdom and the USA, in its acquisition of the shares representing 60% of the share capital of Hemenal Finansman A.Ş., a consumer financing company incorporated and operating in Türkiye, from OYAK Portföy Yönetimi A.Ş. as the founder and authorized manager of OYAK Portföy Yönetimi A.Ş. Dördüncü Girişim Sermayesi Yatırım Fonu.

BBVA in its bid for the voluntary tender offer to buy out the shares representing the remaining 50.15% of the share capital of Garanti Bank for up to €2.25 billion. The takeover bid is subject to regulatory approvals and the closing of the transaction is estimated to take place during the first quarter of 2022.

Yemeksepeti, the Turkish subsidiary of Delivery Hero, world's leading local delivery platform operating in over 50 countries across Asia, Europe, Latin America, the Middle East and North Africa, in its acquisition of the shares representing the entire share capital of Marketyo Bilişim Teknoloji A.Ş., an online shopping platform providing local supermarkets with the opportunity to do their business online.

Softbank Vision Fund in its approximately US$400 million investment in Trendyol, one of Türkiye's leading e-commerce platforms, whose majority shareholder is Alibaba Group. With the total funding of US$1.5 billion provided by other investors, this transaction made Trendyol Türkiye's largest start-up after fundraising and a first "decacorn" with a valuation exceeding US$10 billion.

TFI TAB Gıda Yatırımları A.Ş. and its founder shareholders Kurdoğlu family in their transfer of the shares representing 14.78% of the share capital of TFI to Goldman Sachs, EBRD and Credit Suisse.

UniCredit S.p.A., one of Europe's largest and oldest banking groups, in its (i) accelerated book building for the sale of the shares representing 11.927% of the share capital of Yapı ve Kredi Bankası A.Ş. ("Yapı Kredi Bank"), a Tier-1 private bank and the third largest financial services provider in Türkiye; (ii) sale of the shares representing 2% of the share capital of Yapı Kredi Bank on the market; and (iii) sale of the shares representing 18% of the share capital of Yapı Kredi Bank to Koç Holding A.Ş.. This transaction is part of the unwinding process of UniCredit's 17-year long joint venture banking arrangements with local partners in Türkiye in respect of Yapı Kredi Bank.

Meridian Capital, an international investment company with a diversified investment portfolio spanning consumer goods, real estate, hospitality and natural resources, in its sale of the 345,492 m2 land in Bodrum, Muğla, Türkiye to an affiliate of Özak Global Holding, Özak Gayrimenkul Yatırım Ortaklığı A.Ş., which is a Türkiye-based publicly listed company engaged in the real estate investment trust sector.

Hanwha Group, a large conglomerate in South Korea with diversified business including chemistry, energy, leisure and financial services, in:

  • Hanwha Q-Cells Güneş Enerjisi A.Ş.’s sales of tens of subsidiaries engaged in unlicensed solar energy generation business across Türkiye to various purchasers; and providing legal advice to Hanwha Q-Cells Güneş Enerjisi A.Ş. in connection with corporate law, contract law and finance law;
  • Hanwha Energy Corporation Singapore Pte. Ltd.’s sale of Primo Güneş Enerjisi A.Ş., a holding company of 15 subsidiaries engaged in unlicensed solar energy generation business in Türkiye to Masfen İnşaat Enerji Sanayi ve Ticaret A.Ş.; and
  • Hanwha Q-Cells Güneş Enerjisi A.Ş.’s sale of the shares representing the entire share capital of its 15 indirect subsidiaries holding three unlicensed renewable solar power plants in Elazığ, Türkiye, to Masfen İnşaat Enerji Sanayi ve Ticaret A.Ş.

Zynga, Inc., a global leader in interactive entertainment and mobile gaming, in its acquisition of (directly or through its subsidiaries):

a) the shares representing the entire share capital of:

  • Peak Games, a Turkish mobile game developer, for US$1.8 billion, of which US$900 million will be payable in cash, subject to adjustments, and the remaining US$900 million will be satisfied by the issuance of Zynga common stock;
  • Rollic Games, a Turkish mobile game developer and publisher with a portfolio of popular hyper-casual games that have been downloaded more than 250 million times;
  • Gram Games, a Turkish mobile game developer with its main operations in the UK;
  • Uncosoft Yazılım, a Turkish mobile game developer and creator of chart topping hyper-casual titles High Heels!, Repair My Car!, and award winning casual game 9PM Football Managers;
  • Forgerhero Yazılım, a Turkish mobile game studio*;
  • Creasaur Teknoloji, a Turkish mobile games studio*;
  • Zero Sum, a Turkish mobile game studio*;

b) certain assets from Chef Game Studio by way of an asset transfer.

Qatar Investment Authority, a sovereign wealth fund of the Gulf state, in its acquisition of the shares representing 10% of the share capital of Borsa Istanbul, Türkiye's stock exchange, from Turkey Wealth Fund, its majority shareholder.

Zurich Insurance, a leading multi-line insurer that serves its customers in global and local markets, in re-establishment of a long-term exclusive non-life bancassurance relationship with Türk Ekonomi Bankası A.Ş., one of Türkiye's oldest and most deeply-rooted financial institutions.

Awards and Recognition

"Emre Özşar is an excellent lawyer; his strong legal and negotiation skills are very helpful from client's perspective. Emre's ability to manage difficult situations and calls are unparalleled."

"I would certainly single out Emre Özşar among his peers. Due to my background and experience I have worked with many different partners from many important law firms in Turkey and I can wholeheartedly say that Emre is simply the best among his competitors."

"Emre Özşar is a problem solver. No matter how complex the issue can be he always comes up with a solution. He's very smart, hard-working and has extensive negotiation skills. Thanks to his strong character and persuasion skills we reached a very positive result in both transactions from a legal and commercial perspective."
The Legal 500, Türkiye 2023

"Emre Özşar is very experienced and, thanks to his legal knowledge and skills, he is able to come up with very efficient solutions to pretty complex issues. He is also very constructive and is a great negotiator."

"Emre Özşar provides excellent strategic advice and great efforts to provide solutions in difficult situations."
Chambers & Partners, Türkiye 2023