Four Turkish Competition Board decisions dated June 30, 2026 were published on July 23, 2026. The transactions span construction and engineering conglomerates, luxury retail, e-commerce furniture, and industrial minerals — and include a notable cross-border joint control structure between OYAK and the Oman Investment Authority.

Parties: ON Investment B.V.; Can Kültür ve Sanat Eğitim Kurumları İşletmeciliği A.Ş.; Tekfen Holding A.Ş.
Sector: Construction, engineering, agriculture, real estate, and industrials
Stake transferred: 42.80%
Transaction value: Not disclosed
Status: Turkish Competition Board approval granted (Decision No. 26-23/723-294, June 30, 2026)

The Turkish Competition Board approved the acquisition by ON Investment B.V. — a vehicle majority-owned by OYAK, the Turkish Armed Forces Pension Fund — of a 42.80% stake in Tekfen Holding from Can Kültür ve Sanat Eğitim Kurumları İşletmeciliği A.Ş.

Commercial significance. Tekfen Holding is a diversified conglomerate with operations in construction and engineering (Tekfen İnşaat), agriculture (Toros Tarım), real estate, and industrials. A 42.80% stake acquired by an OYAK vehicle is likely to be the largest single block, which may give ON Investment effective influence or control over strategic decisions — capital allocation, board composition, subsidiary disposals, and restructuring — even without formal majority ownership.

Practice notes. Pre-closing review should cover: encumbrances on the transferred shares; shareholder agreement provisions (drag-along, tag-along, pre-emption rights); change-of-control clauses in material financing documents and project contracts; and consent requirements in significant subsidiaries. Because Tekfen Holding is a publicly listed company, counsel should assess whether the acquisition triggers a mandatory tender offer obligation under Turkish capital markets law and whether any CMB exemptions apply. The identity of the remaining shareholders and any concert-party arrangements should also be confirmed.

Parties: Beymen Perakende ve Tekstil Yatırımları A.Ş.; Ahmet Can Tarkan; Disita Giyim A.Ş.
Sector: Luxury fashion and retail
Stake transferred: 100%
Transaction value: Not disclosed
Status: Turkish Competition Board approval granted (June 30, 2026)

The Turkish Competition Board approved the acquisition by Beymen of the entire share capital and sole control of Disita Giyim A.Ş. Disita operates under the Dilasima Group umbrella and is associated with the Turkish distribution and retail operations of international luxury brands including Max Mara, Furla, and Boggi Milano.

Commercial significance. The acquisition allows Beymen to consolidate not only its own retail and e-commerce operations but also the Turkish representation and distribution of third-party international luxury brands under a single structure. This creates consolidation in luxury retail across portfolio, store network, and customer data — and may give Beymen leverage in renegotiating distribution terms with international brand principals.

Practice notes. The most critical pre-closing review items are change-of-control provisions in distribution, franchise, and license agreements with international brand principals — many luxury brands include termination or consent rights triggered by a change in the distributor's ownership. Store leases, inventory valuation, end-of-season return rights, brand-specific sales targets, and import obligations should be mapped and addressed in price adjustment and indemnification provisions. Post-closing, Beymen will need to manage the operational integration of separate brand teams and potentially renegotiate brand agreements on consolidated terms.

Parties: Re-Pie Portföy Yönetimi A.Ş.; Vivense Teknoloji Hizmetleri ve Ticaret A.Ş.
Sector: Furniture, e-commerce, and retail
Stake transferred: 100%
Transaction value: Not disclosed
Status: Turkish Competition Board approval granted (Decision No. 26-23/720-293, June 30, 2026)

The Turkish Competition Board approved the acquisition of the entire share capital of Vivense by Re-Pie Portföy Yönetimi A.Ş. Vivense operates an omnichannel furniture retail model combining physical stores with an e-commerce platform.

Commercial significance. The acquisition places Vivense under the control of a portfolio management company, which may signal a restructuring of Vivense's capital structure, operations, and growth model — potentially as a prelude to operational improvement and an eventual exit to a strategic or financial buyer. The combination of physical retail and e-commerce provides optionality in how the business is repositioned.

Practice notes. Due diligence should prioritize: consumer order and delivery obligations (particularly for furniture with long lead times); supplier payables and inventory financing; store leases; franchise relationships; warranty and return provisions; and the transfer of personal data under Turkish data protection law. The transaction documents should clearly specify whether the acquisition is being made into a fund account or directly onto Re-Pie's balance sheet, and the ultimate control structure should be transparent in the transaction documents.

Parties: OYAK Birleşik Enerji A.Ş.; Amber Limited; Oman Investment Authority; Samaş Sanayi Madenleri A.Ş.
Sector: Mining and industrial minerals
Transaction value: Not disclosed (a previously announced $500M joint investment structure — $250M each — should not be treated as the Samaş deal value)
Status: Turkish Competition Board approval granted for establishment of joint control (June 30, 2026)

The Turkish Competition Board approved the acquisition by Amber Limited of a minority stake in Samaş through a capital increase and share transfer, and the establishment of joint control over Samaş by OYAK Group and the Oman Investment Authority. The parties had previously announced a broader $500 million joint investment structure ($250 million each), but that figure relates to the overall cooperation framework and should not be treated as the Samaş transaction value.

Commercial significance. The establishment of joint control despite a minority stake suggests that the investment agreement grants the Oman Investment Authority veto rights over strategic matters — budget, business plan, material borrowings, and senior management appointments. The transaction strengthens the Turkey–Oman connection in mining and raw material supply chains, consistent with broader Gulf sovereign wealth fund interest in Turkish industrial assets.

Practice notes. The joint venture agreement should address in detail: deadlock mechanisms; board representation; capital calls; export and preferential supply rights; related-party transactions; and exit provisions (put/call options, drag-along, tag-along). Mining licenses should be reviewed to confirm whether a change of control or the addition of a new controlling party triggers a transfer, consent, or notification requirement under Turkish mining law.

No new definitive Turkish acquirer–U.S. target or U.S. acquirer–Turkish target transactions were confirmed in the July 22–23 period. The Turkish developments are primarily domestic control changes and the Turkey–Oman joint investment; the U.S. agenda is covered in the companion digest for July 23, 2026.

ULF New York advises Turkish companies and investors on cross-border M&A, Turkish Competition Board filings, change-of-control compliance, and transaction due diligence.