Turkcell Files Merger of Artel with No Capital Increase; ICTA Approved
Rhea-AI Filing Summary
Turkcell will merge its 100% subsidiary Artel Bilişim Servisleri A.Ş. into the parent company by facilitated procedure using the parties' financial statements dated 30 June 2025. The filing states the merger will proceed without preparing a board report, independent audit report, merger report or expert opinion under the cited Communiqué provisions. The transaction will not trigger the Right to Detachment for shareholders and will not increase the Company's capital. The merger is authorized by the ICTA Board Decision dated 29.04.2025 (2025/YK-YED/115). Following Capital Markets Board approval of the announcement text, the merger agreement will be submitted for board approval without a general assembly vote.
Positive
- 100% ownership allows a facilitated intra-group merger without capital increase
- Regulatory authorization obtained from ICTA (decision 2025/YK-YED/115)
- No shareholder detachment right will arise, simplifying execution
Negative
- No independent audit or merger report will be prepared under the stated Communiqué exemptions
- Board-level approval without general assembly vote after CMB announcement approval reduces direct shareholder voting involvement
Insights
TL;DR Internal statutory merger of a wholly owned subsidiary into Turkcell using a facilitated procedure; regulatory approvals are being pursued.
The transaction consolidates Artel into the parent using financials as of 30 June 2025. Key procedural items are explicit: no capital increase, no right to detachment for shareholders, and exemptions from several reporting and audit requirements per the Communiqué. Authorization from the sector regulator (ICTA) is on record. From an M&A process perspective, this appears to be an intra-group simplification step that follows prescribed regulatory checkpoints, with the Capital Markets Board approval of the announcement text and a subsequent board-level signature step.
TL;DR The facilitated merger removes certain disclosure and audit steps but keeps regulatory approval steps in place.
The filing explicitly notes that the Board report, independent audit report, merger report and expert opinion will not be prepared under the Communiqué exemptions. It also confirms no issuance of new shares and no detachment right for shareholders. Governance implications are procedural: shareholder approval at a general meeting is not required for signing post-CMB approval of announcement text, concentrating approval authority at the board level as permitted by the Communiqué.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is Turkcell (TKC) merging in this filing?
Are independent audit or merger reports required for this transaction?
What regulatory approvals are noted in the filing?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number: 001-15092
TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
(Translation of registrant’s name into English)
Turkcell Küçükyalı Plaza
Aydınevler Mahallesi İnönü Caddesi No:20
Küçükyalı Ofispark
34854 Maltepe
Istanbul, Türkiye
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F ¨ Form 40-F
Enclosure: A press release dated September 16, 2025 announcing the merger through acquisition with the registrant's subsidiary Artel Bilişim Servisleri A.Ş. / Capital Markets Board (CMB) application.
Istanbul, September 16, 2025
Announcement Regarding the Merger Through Acquisition with Our Subsidiary Artel Bilişim Servisleri A.Ş. / Capital Markets Board (CMB) Application
| Board Decision Date | : 22.08.2025 |
| Merger Model | : Merger Through Acquisition |
| Date Of Financial Statements Base To Merger | : 30.06.2025 |
| Currency Unit | : TRY |
| Acquired Company | Trading On The Stock Exchange/Not Trading On The Stock Exchange |
| Beltel Telekomünikasyon Hizmetleri A.Ş. | Not Trading On The Stock Exchange |
| Share Group Info |
Paid In Capital | Amount Of Capital To Be Increased Due To The Acquisition (TRY) |
Capital To Be Decreased (TRY) |
Target Capital |
New Shares To Be Given Due To Merger |
|
Group A, Not Trading, TRETCEL00012 |
330,000,000 | 330,000,000 | |||
| Group B, TCELL, TRATCELL91M1 | 1,870,000,000 | 1,870,000,000 | |||
| TOTAL | 2,200,000,000 TL | 0 TL | 0 TL | 2,200,000,000 TL |
| Paid In Capital | Amount Of Capital To Be Increased Due To The Acquisition |
Capital To Be Decreased |
Target Capital | |
| TOTAL | TRY 2,200,000,000 | TRY 0 | TRY 0 | TRY 2,200,000,000 |
| CMB Application Date | 16.09.2025 |
Regarding our material event disclosure dated June 25, 2025, the Board of Directors resolution regarding the “Merger via Facilitated Procedure” with our wholly-owned subsidiary, Artel Bilişim Servisleri A.Ş. (“Artel”), has been updated by the Board of Directors resolution dated August 22, 2025, to proceed with the merger based on the financial statements dated June 30, 2025, as follows:
| · | To merge Artel Bilişim Servisleri A.Ş. (“Artel”), our Company's 100% subsidiary registered in İstanbul Trade Registry with the registration number 1033767, with and into our Company via facilitated procedure by being taken over by our Company with all its assets and liabilities, to prepare the merger agreement and other relevant documents for this purpose, |
| · | To carry out the merger transaction on the basis of the financial statements of the party companies dated 30 June 2025. |
| · | Pursuant to Article 13 of the Communiqué, since the merger will be carried out with the facilitated procedure, not to prepare the Board of Directors' report required by Article 147 of the TCC, not to prepare the independent audit report and the merger report pursuant to Article 13/2 of the Communiqué, and not to obtain expert opinion, |
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| · | Pursuant to the provisions of Article 24 of the CML and Article 15/ç of the CMB's Communiqué No. II-23.3 on “Significant Transactions and the Right to Detachment”, the “Right to Detachment” will not arise for our shareholders, |
| · | The capital of our Company will not be increased due to the merger, |
| · | The merger is authorized pursuant to subparagraph (ç) of Article 19 of the Regulation on Authorisation of the Electronic Communications Sector with the Information and Communication Technologies Authority (“ICTA”) Board Decision (“ICTA Board Decision”) dated 29.04.2025 and numbered 2025/YK-YED/115. In accordance with the Communiqué, to prepare the announcement text, merger agreement and other information and documents required for the applications regarding the merger transaction stipulated by the Communiqué and to apply to the CMB for the approval of the announcement text, |
| · | Following the approval of the Capital Market Board for the merger transaction, to submit the merger agreement to be signed between the parties to the approval of the Board of Directors without the approval of the general assembly. |
An application regarding the “Merger via Facilitated Procedure” transaction with our subsidiary Artel was submitted with the Capital Markets Board on September 16, 2025
Note: The announcement text and merger agreement submitted for the CMB approval are available in Turkish on our website.
For more information:
Turkcell Investor Relations
investor.relations@turkcell.com.tr
Tel: + 90 212 313 1888
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Turkcell İletişim Hizmetleri A.Ş. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TURKCELL İLETİŞİM HİZMETLERİ A.Ş. | |||
| Date: September 16, 2025 | By: | /s/ Özlem Yardım | |
| Name: | Özlem Yardım | ||
| Title: | Investor Relations Corporate Finance Director | ||
| TURKCELL İLETİŞİM HİZMETLERİ A.Ş. | |||
| Date: September 16, 2025 | By: | /s/ Kamil Kalyon | |
| Name: | Kamil Kalyon | ||
| Title: | Chief Financial Officer | ||