Bulls Yatırım Holding A.Ş. completed the transfer of shares representing 77.62% of the share capital of Escar Filo Kiralama Hizmetleri A.Ş. on July 8, 2026. The total consideration was $141.4 million, equivalent to TRY 6.633 billion at the exchange rate on the payment date. The sellers are Daryo Kebudi, Azra Kebudi, Betina Halyo, and Nora Karakaş. Nora Karakaş retains a 2% stake in Escar following the transaction.

Both the completion of the share transfer and the board resolution regarding the merger were disclosed on the Public Disclosure Platform (KAP) on July 8, 2026.

Escar Filo Kiralama Hizmetleri A.Ş. operates in operational vehicle leasing, fleet management, and used-vehicle trading. The company provides long-term vehicle leasing and fleet management services to corporate clients; used-vehicle trading is an integral component of the fleet renewal cycle.

This transaction is not a standalone majority-stake acquisition. It is the first stage of a comprehensive two-step corporate restructuring.

Stage One: Change of Control

With the completion of the share transfer, Bulls Yatırım Holding has obtained effective control of Escar. Bulls' shareholding ratio has increased to 77.62% and its voting rights ratio to 85.19%.

Stage Two: Merger by Absorption

In addition to the share transfer, Escar is planned to be merged into Bulls Yatırım Holding by absorption, with all of Escar's assets and liabilities transferred to Bulls. The merger will be based on the independently audited consolidated financial statements dated June 30, 2026; the merger ratio and share exchange ratio will be determined by an independent expert organization report.

Following completion of the merger, Escar's fleet leasing operations are planned to be separated from Bulls' investment holding activities and continued under a separate company. This structure represents a comprehensive corporate restructuring combining change of control, public company merger, and subsequent spin-off into a subsidiary model.

Turkish Competition Authority clearance has been obtained and the share transfer has been completed. Under Turkish competition law, the transaction triggered a notification obligation under Law No. 4054 on the Protection of Competition due to the transaction exceeding applicable turnover thresholds; Authority approval was obtained prior to closing.

The principal regulatory steps for the second stage of the merger are:

• SPK approval of the merger announcement text: Under Capital Markets Law No. 6362 and related communiqués, the merger announcement text must be submitted to the Capital Markets Board (SPK) for approval.
• Independent expert organization report: The merger ratio and share exchange ratio will be determined in a report prepared by an independent expert organization.
• Escar general assembly: The merger agreement must be submitted for approval by Escar shareholders at a general assembly.

The increase in Bulls' shareholding ratio to 77.62% and voting rights ratio to 85.19% has formally triggered a mandatory tender offer obligation under Communiqué II-26.1 on Tender Offers. The mandatory tender offer is an investor protection mechanism that gives minority shareholders the right to sell their shares at a fair price when a change of control occurs.

The appraisal rights exercise price announced for Escar shareholders who dissent from the merger and satisfy the required procedural conditions is TRY 48.3676 per share. Appraisal rights allow shareholders who vote against a merger resolution or do not attend the meeting to sell their shares back to the company — a minority protection mechanism under Turkish corporate and capital markets law.

Change of Control and Mandatory Tender Offer

Turkish capital markets legislation requires a mandatory tender offer when a change of control occurs in a publicly traded company. Under Communiqué II-26.1, persons who directly or indirectly acquire 50% or more of the voting rights of a company are obligated to make a tender offer to the remaining shareholders. Bulls' voting rights ratio reaching 85.19% clearly triggers this obligation.

Merger by Absorption

Under Turkish corporate law, a merger by absorption involves the transfer of all assets and liabilities of one company to another, with the transferring company ceasing to exist without liquidation. Mergers involving publicly traded companies are subject to additional regulatory oversight by the SPK: approval of the merger announcement text, an independent expert organization report, and general assembly approval are the core elements of this oversight.

Appraisal Rights Mechanism

Article 24 of Capital Markets Law No. 6362 and related communiqués grant appraisal rights to minority shareholders in significant corporate transactions such as mergers, demergers, and type changes. The appraisal rights exercise price is determined based on independent valuation or market price methodology; in this transaction it has been announced at TRY 48.3676 per share.

The transaction adds a scaled operational fleet leasing platform to Bulls Yatırım Holding's investment portfolio, which is weighted toward financial services and technology. Turkey's vehicle leasing market is growing, driven by increasing corporate fleet management demand, the shift from vehicle ownership to leasing models, and the deepening of the used-vehicle market.

The plan to continue Escar's operations under a separate company following the merger signals Bulls' intention to position the fleet leasing platform as an independent operating business within its holding structure — potentially laying the groundwork for a future separate listing or strategic partnership.

Turkish public company M&A transactions. The Bulls/Escar transaction illustrates the typical legal structure of Turkish public company acquisitions: Competition Authority clearance, mandatory tender offer obligation, SPK merger approval, and the appraisal rights mechanism. Investors considering acquisitions or mergers in Turkish publicly traded companies should account for these regulatory stages in early-stage transaction planning.

Appraisal rights for minority shareholders. The TRY 48.3676 per share appraisal rights exercise price provides a concrete exit opportunity for Escar minority shareholders who dissent from the merger. Minority investors in Turkish publicly traded companies should understand the appraisal rights mechanism and how the exercise price is determined in change-of-control and merger processes.

Corporate restructuring and spin-off planning. The plan to continue fleet leasing operations under a separate company following the merger demonstrates the flexibility of Turkish corporate law for corporate restructuring. Turkish companies can effectively use merger, demerger, and subsidiary structuring tools to achieve strategic objectives.

Fleet leasing sector investments. The transaction value and structure confirm the strategic importance of Turkey's operational fleet leasing sector for institutional investors. Investors evaluating investments in Turkish fleet leasing companies should assess the sector's growth dynamics, the impact of the used-vehicle market on fleet valuations, and the quality of the corporate client base.

ULF New York advises Turkish companies and investors on cross-border M&A, Turkish capital markets law, and corporate restructuring.