Tekfen Holding A.Ş., one of Turkey's largest publicly traded engineering-contracting and industrial groups, is the subject of two concurrent ownership transfer processes that could fundamentally reshape its shareholder structure.

First process — definitive agreement: ARY Holding has signed a share transfer agreement to convey its 23.40% direct stake in Tekfen Holding and its 8.68% indirect stake held through Vera Ticari Danışmanlık to Libco İnşaat. Upon completion, Libco will hold a combined 32.08% direct and indirect interest in Tekfen's share capital. The KAP (Public Disclosure Platform) announcement stated that this share transfer will not constitute a change of control under Turkish capital markets law.

Second process — negotiation stage: Can Kültür Sanat Eğitim Kurumları İşletmeciliği A.Ş., which holds 42.8% of Tekfen's share capital, announced via KAP that it has entered into sale and transfer negotiations with OYAK (Armed Forces Pension Fund) for the transfer of its entire stake. This process has not yet reached a binding sale agreement; negotiations are ongoing.

If both processes close, Libco would hold approximately 32% and OYAK approximately 43% of Tekfen — making them the two dominant shareholders of one of Turkey's most significant industrial and infrastructure-linked conglomerates.

Tekfen Holding operates across three principal business segments:

Engineering and Contracting. Tekfen Taahhüt provides EPC (engineering, procurement, construction) services for pipeline, petrochemical, industrial facility, infrastructure, and construction projects in Turkey and international markets, with a significant project portfolio in the Middle East, Central Asia, and North Africa.

Agricultural Industry. Operating under the Tarkim brand, the agricultural industry segment manufactures and markets fertilizers, crop protection products, and agricultural chemicals.

Investment. Tekfen's investment segment encompasses real estate development, terminal operations, and various financial investments.

ARY Holding's stake in Tekfen consists of two layers: a 23.40% directly held interest and an 8.68% indirect interest held through Vera Ticari Danışmanlık. Libco İnşaat is acquiring both layers, meaning the transaction encompasses both a direct share transfer and either the transfer of Vera itself or the transfer of control over Vera's Tekfen shares.

No net transaction consideration has been publicly disclosed. Acquiring a 32% strategic stake in a company of Tekfen's scale represents a substantial capital commitment by Libco.

The KAP announcement stated that the share transfer will not constitute a change of control under Turkish capital markets law. This is a critical legal determination under the Turkish capital markets framework:

Change-of-Control Threshold. Under the Capital Markets Law and CMB (Capital Markets Board / SPK) regulations, a change of control typically refers to acquiring the power to determine the majority of the board of directors or to determine the outcome of general assembly resolutions. A 32.08% stake, while a significant minority/strategic holding, does not by itself confer management control in the existing shareholder structure.

Mandatory Tender Offer. Under CMB regulations, when a change of control occurs in a publicly traded company, the new controlling party is obligated to make a mandatory tender offer (MTO) to the remaining minority shareholders. The determination that the Libco transaction does not constitute a change of control means the MTO obligation is not triggered at this stage. However, if the OYAK process results in a binding agreement and closes, the combined ownership structure and management control analysis must be revisited.

Libco's acquisition of a 32.08% stake must be assessed against the Turkish Competition Authority (Rekabet Kurulu) merger notification thresholds under Law No. 4054 and applicable communiqués. Given Tekfen's scale, it is highly likely that the parties' Turkish turnover figures exceed the notification thresholds, requiring a Competition Authority filing and approval before closing.

OYAK (Ordu Yardımlaşma Kurumu — Armed Forces Pension Fund) is one of Turkey's largest institutional investors, with a broad portfolio spanning steel (Erdemir, İsdemir), automotive (OYAK-Renault), cement, energy, and financial services. OYAK's existing industrial portfolio has meaningful strategic overlap with Tekfen's EPC and industrial assets.

If Can Kültür's 42.8% stake is transferred in its entirety to OYAK, OYAK would become Tekfen's single largest shareholder by a significant margin — a position that would give it decisive influence over board composition, strategic direction, capital allocation, and major corporate decisions.

The KAP announcement establishes that the process is at the negotiation stage and that no binding sale agreement has been signed. At this stage:

• The parties have likely signed a letter of intent or framework agreement, or negotiations are ongoing
• Due diligence is either underway or about to commence
• Price and terms have not been finalized
• The transaction may not close if the parties withdraw from negotiations or conditions are not met

Under CMB public disclosure obligations, the commencement of negotiations has been publicly announced; however, execution of a binding agreement, price disclosure, and closing will each require separate KAP disclosures.

Tekfen is listed on Borsa İstanbul (BIST). This creates a set of obligations that distinguish these transfers from private company transactions:

CMB Special Circumstance Disclosures. Both processes have been the subject of KAP special circumstance disclosures. Process milestones — binding agreement execution, Competition Authority filing, closing — will each require separate disclosures. The timing and content of disclosures must comply with CMB public disclosure principles.

Insider Trading Risk. Using material non-public information about the negotiations for trading purposes before public disclosure creates serious legal risk under CMB insider trading regulations. Persons with access to information about either process must comply with these regulations.

Minority Shareholder Protections. Tekfen's publicly traded structure activates various mechanisms protecting minority shareholders. The mandatory tender offer obligation — triggered upon a change of control — is the primary protection mechanism providing minority shareholders with an exit opportunity.

Libco holding 32.08% and OYAK potentially holding 42.8% will fundamentally reshape Tekfen's board of directors. Under Turkish corporate law and Tekfen's articles of association:

• The board nomination rights of major shareholders must be assessed
• Independent director obligations and corporate governance principles apply
• Potential conflict points between OYAK's and Libco's strategic priorities — EPC growth, agricultural industry investment, real estate development, dividend policy — will need to be managed at the board level

Assessing both processes together, whether the MTO obligation is triggered is a critical legal question:

• The Libco transaction alone does not constitute a change of control
• OYAK's acquisition of 42.8% may trigger the MTO obligation if it results in management control
• Whether Libco and OYAK could be characterized as acting in concert under CMB regulations requires separate analysis; if parties acting in concert collectively exceed the control threshold, the MTO obligation may be triggered

OYAK's acquisition of a controlling stake in Tekfen will require a comprehensive merger analysis by the Competition Authority:

• Horizontal and vertical overlaps between OYAK's existing portfolio (steel, cement, energy, construction materials) and Tekfen's EPC and agricultural industry operations will be examined
• Market share and competitive impact analysis will focus particularly on construction materials, steel, and EPC sectors
• The Competition Authority may grant conditional approval or require divestiture of specific assets

Strategic Transformation in Turkey's EPC Sector. Tekfen Taahhüt is a significant component of Turkey's international EPC capacity. OYAK becoming a controlling shareholder in Tekfen would increase the weight of institutional capital in Turkey's engineering-contracting sector and could influence the sector's strategic direction — including its international project pipeline in the Middle East, Central Asia, and North Africa.

Block Share Transfers in Turkish Public Companies. This process illustrates the legal complexity of block share transfers in Turkish publicly traded companies: CMB special circumstance disclosure obligations, change-of-control analysis, MTO triggers, Competition Authority approval, and board restructuring. Investors and corporate acquirers planning share transfers in Turkish companies should plan these processes with experienced M&A counsel at an early stage.

OYAK's Portfolio Expansion. OYAK's interest in Tekfen reflects the institution's strategic appetite for infrastructure and industrial assets. Companies and investors doing business with Turkish institutional investors in the U.S. should monitor OYAK's portfolio dynamics and international investment strategy.

U.S.-Turkey Cross-Border Project Relationships. Tekfen's international EPC operations and OYAK's large institutional structure warrant attention from the perspective of potential U.S.-linked project financing, export credit, or cross-border contract relationships. U.S. clients and investors working with Turkish EPC companies on infrastructure or energy projects in the U.S. or third markets should monitor the changes in Tekfen's ownership structure.

This alert is provided for informational purposes only and does not constitute legal advice. Transaction details are based on publicly available information as of the date of publication. For legal advice regarding M&A transactions, capital markets law, or cross-border investments, please contact ULF New York.