A Share Purchase Agreement was signed on July 6, 2026 for the transfer of shares representing 77.21% of the share capital of Kartonsan Karton Sanayi ve Ticaret A.Ş. (BIST: KARTN) — one of Turkey's leading coated board manufacturers — from the Pak Group entities (Pak Holding A.Ş., Asil Holding A.Ş., and Pak Gıda Üretim ve Pazarlama A.Ş.) to Hasan Peker and Aydın Veli Serin for a total consideration of $72 million. Each of the two buyers will acquire approximately 38.605% of the company's share capital.

The transaction is subject to closing conditions. Upon completion of the share transfer, a mandatory tender offer process under the Capital Markets Board of Turkey (CMB / SPK) communiqué on share purchase offers is expected to be triggered. The transaction also raises competition law notification questions under Turkey's merger control framework, which was updated in 2026 with revised notification thresholds and an expanded definition of transaction parties.

Sellers: Pak Holding A.Ş., Asil Holding A.Ş., Pak Gıda Üretim ve Pazarlama A.Ş. (collectively, the Pak Group) Buyers: Hasan Peker (approx. 38.605%) and Aydın Veli Serin (approx. 38.605%) Target: Kartonsan Karton Sanayi ve Ticaret A.Ş. (BIST: KARTN) Shares Transferred: 77.21% of share capital Transaction Value: $72 million Agreement Date: July 6, 2026 Subject to: Closing conditions

Kartonsan is one of Turkey's leading coated board (kuşeli karton) manufacturers. According to Pak Group disclosures, Kartonsan is among the largest cartonboard producers in Turkey and a significant producer in Europe, with an annual production capacity of approximately 240,000 tonnes. The company supplies a substantial share of Turkey's domestic cartonboard demand and exports to more than 30 countries.

Kartonsan's product portfolio centers on coated board used in packaging applications — including food and beverage packaging, pharmaceutical packaging, and consumer goods packaging. The company's customer base spans domestic and international packaging converters, brand owners, and industrial users.

As a BIST-listed company, Kartonsan is subject to CMB disclosure and corporate governance requirements, including public disclosure of material transactions, related party transaction rules, and the mandatory tender offer regime applicable to changes of control in listed companies.

The most significant immediate legal consequence of the Kartonsan share transfer is the mandatory tender offer (zorunlu pay alım teklifi) obligation under CMB regulations.

Legal Framework

Turkey's mandatory tender offer regime is governed by the CMB Communiqué on Share Purchase Offers (II-26.1). Under this framework, any person or group of persons acting in concert who acquires shares representing 50% or more of the voting rights in a listed company — or who acquires shares that, together with shares already held, bring their total holding to 50% or more — is obligated to make a public tender offer to acquire the remaining shares from minority shareholders.

Application to This Transaction

Hasan Peker and Aydın Veli Serin are each acquiring approximately 38.605% of Kartonsan's share capital, for a combined acquisition of 77.21%. If the two buyers are deemed to be acting in concert (birlikte hareket eden kişiler) under CMB rules — which is the expected regulatory characterization given the coordinated acquisition structure — their combined holding will exceed 50% of the company's voting rights, triggering the mandatory tender offer obligation.

The mandatory tender offer must be made to all remaining Kartonsan shareholders (approximately 22.79% of the share capital not covered by the Share Purchase Agreement) at a price determined in accordance with CMB rules. The offer price is generally the higher of: (i) the weighted average market price of the shares over a specified period prior to the announcement, and (ii) the per-share price implied by the transaction consideration in the Share Purchase Agreement.

Timing and Process

The mandatory tender offer process must be initiated within a specified period following the completion of the share transfer (i.e., after closing conditions are satisfied and the shares are formally transferred). The CMB must approve the tender offer circular before it is published. The offer period is typically 10 business days, during which minority shareholders may tender their shares at the offer price.

Practical Significance

The mandatory tender offer obligation means that the effective cost of acquiring control of Kartonsan is not limited to the $72 million Share Purchase Agreement consideration. The buyers must also fund the acquisition of up to 22.79% of the company's shares from minority shareholders at the CMB-determined offer price. Depending on the market price of Kartonsan shares at the time of the tender offer, this additional cost could be material.

The Kartonsan transaction raises competition law notification questions under Turkey's merger control framework administered by the Turkish Competition Authority (Rekabet Kurumu).

Updated Thresholds (2026)

Turkey's merger control regime under Article 7 of Law No. 4054 on the Protection of Competition requires notification to the Rekabet Kurumu for transactions that meet the turnover thresholds set out in the Communiqué on Mergers and Acquisitions (2010/4). In 2026, the Rekabet Kurumu updated its merger control framework, revising notification thresholds and expanding the definition of transaction parties in certain respects.

Under the current framework, a transaction requires notification if:

• The combined Turkish turnover of the transaction parties exceeds TRY 750 million, AND the Turkish turnover of at least two of the parties each exceeds TRY 250 million; OR
• The Turkish turnover of the acquired party exceeds TRY 250 million, AND at least one of the other parties has a global turnover exceeding TRY 3 billion.

(Thresholds are subject to periodic revision by the Rekabet Kurumu; the applicable thresholds at the time of signing should be confirmed.)

Application to Kartonsan

Kartonsan is a significant industrial company with substantial Turkish revenues from its cartonboard manufacturing operations. Whether the transaction meets the notification thresholds depends on the Turkish turnover of Kartonsan and the buyers (Hasan Peker and Aydın Veli Serin) and any entities they control. If the thresholds are met, the transaction cannot close without Rekabet Kurumu clearance.

Substantive Competition Analysis

The substantive competition question is whether the change of control in Kartonsan — Turkey's largest cartonboard producer — raises concerns about market concentration in the Turkish cartonboard or packaging materials market. The Rekabet Kurumu will assess the combined market shares of the parties, the competitive dynamics of the cartonboard market, and whether the transaction could lead to a significant impediment of effective competition.

Closing Conditions

The Share Purchase Agreement is subject to closing conditions, which typically include: (i) receipt of required regulatory approvals (including Rekabet Kurumu clearance if applicable), (ii) absence of material adverse change, and (iii) satisfaction of any conditions specific to the parties' agreement. The transaction cannot close until all conditions are satisfied or waived.

Board Composition Change

A change of control in a listed company typically results in changes to the board of directors. Under CMB corporate governance rules, Kartonsan's board must include independent directors meeting CMB independence criteria. The new controlling shareholders will need to ensure that post-closing board composition complies with CMB requirements, including the independent director quota.

Supply Contracts and Export Relationships

Kartonsan's supply contracts with domestic and international customers — packaging converters, brand owners, and industrial users in more than 30 countries — may contain change-of-control provisions similar to those discussed in the context of the Equifax/Círculo de Crédito transaction. Due diligence on the customer contract portfolio is a standard workstream in any change-of-control transaction.

Pricing Effects in the Cartonboard Market

Kartonsan's position as Turkey's largest cartonboard producer means that a change of ownership could have implications for pricing and supply terms in the domestic packaging market. Major customers — particularly those with significant cartonboard procurement volumes — will monitor the transaction closely for any signals about post-closing commercial strategy.

Related Party Transaction Considerations

If the new controlling shareholders have other business interests in the cartonboard, packaging, or related supply chain sectors, post-closing related party transactions between Kartonsan and entities controlled by the new shareholders will be subject to CMB related party transaction rules, including board approval requirements and, in certain cases, shareholder approval.

Mandatory tender offer planning. Any acquisition of a controlling stake in a BIST-listed company triggers the mandatory tender offer obligation. Buyers must budget for the cost of the tender offer — which can be material if the market price of the target's shares is high relative to the transaction consideration — and plan for the CMB approval process and offer period timeline.

Competition law notification in 2026. The Rekabet Kurumu's 2026 updates to Turkey's merger control framework — revised thresholds and expanded party definitions — mean that transactions that previously fell below notification thresholds may now require clearance. Parties to Turkish M&A transactions should conduct a fresh threshold analysis under the updated rules rather than relying on prior assessments.

Block share transfers in listed companies. The Kartonsan transaction illustrates the multi-layered regulatory framework applicable to block share transfers in BIST-listed companies: CMB disclosure obligations, mandatory tender offer rules, competition law notification, and corporate governance compliance. Each layer has its own timeline and process, and they must be coordinated to achieve a clean closing.

Industrial M&A and supply chain implications. For Turkish and international companies with significant cartonboard procurement — particularly in food and beverage, pharmaceutical, and consumer goods packaging — the change of control at Kartonsan is worth monitoring. A new controlling shareholder may bring changes in commercial strategy, pricing, or supply terms that affect procurement planning.

ULF New York advises Turkish and international clients on M&A transactions involving BIST-listed companies, mandatory tender offer processes, competition law notifications, and cross-border industrial acquisitions.