As of 15:00 TST, July 25, 2026 | Review period: July 24, 2026 15:00 – July 25, 2026 15:00

The most significant Turkey-linked development of the period is U.S.-based Platinum Equity's agreement to become a 50% partner in Nestlé's global water operations. The Peranel joint venture, with an enterprise value of approximately €4.9 billion, reportedly includes Nestlé's Turkish water operations — Erikli Su — within its scope.

In the U.S., Berkshire Hathaway completed its $8.5 billion acquisition of Taylor Morrison. By contrast, the Lisata Therapeutics–Kuva Labs transaction was terminated after the buyer failed to secure the required financing. The Paramount–Warner Bros. Discovery mega-deal was frozen pending resolution of state antitrust litigation or until June 1, 2027.

Nestlé and Platinum Equity have agreed to transform Nestlé's water and premium beverages division into an independent joint venture under the name Peranel. Peranel will manage more than 30 brands — including S.Pellegrino, Source Perrier, Acqua Panna, Nestlé Pure Life, and various local water brands — across approximately 120 countries. While the official announcement does not enumerate local brands individually, current Turkish press reports indicate that Erikli is included within the transaction scope.

Legal and commercial significance: This transaction is not limited to a straightforward 50% share sale. Nestlé's production facilities, employees, water sources, brands, distribution relationships, and information systems across different countries will be carved out into a newly established independent entity. Platinum Equity, as a co-controlling shareholder, will indirectly participate in the strategic management of water operations in Turkey.

Implementation assessment: For Turkey, the precise perimeter of the companies, brands, and assets within the transaction scope must first be established. If Turkish Competition Authority approval is required, the transaction will be reviewed as a joint venture and change of control. Key documentation issues will include:

• Ownership and licensing structure of the Erikli brand
• Permits and licenses relating to water sources and bottling facilities
• Land, lease, and water source usage rights
• Distributor and retail agreements
• Employee transition to the new structure
• Transitional services to be continued by Nestlé
• Board veto rights, deadlock, and exit mechanisms

Existing or potential administrative risks related to water usage and environmental sustainability must also be addressed through specific indemnification provisions.

Berkshire Hathaway completed the all-cash acquisition of Taylor Morrison, one of the leading U.S. homebuilders. Taylor Morrison will be combined with Clayton Properties Group's 15 regional homebuilders within the Berkshire portfolio. The combined entity will have delivered approximately 23,000 homes based on 2025 data, operating across 21 states, 52 housing markets, and more than 700 communities. The companies announced that the combined operation will become the fourth-largest homebuilding platform in the United States.

Legal and commercial significance: The transaction integrates Berkshire's modular and site-built housing operations at national scale. Taylor Morrison's Esplanade, Yardly, and Taylor Morrison Home Funding businesses are included within the transaction scope, consolidating land development, homebuilding, rental housing, and mortgage services under a single economic structure.

Implementation assessment: Post-closing, the focus of legal work will shift to integration. Key areas include land bank ownership and zoning status, joint venture projects, municipal development agreements, infrastructure obligations, consumer warranty claims, and mortgage operation licenses. As Berkshire consolidates different regional brands onto a single platform, contractor licenses, local government permits, and purchase contracts must be preserved on a state-by-state basis.

Horace Mann will acquire the membership interests of employee support services provider Employee Services LLC and all of the capital stock of Reserve National Insurance Company. It will also reinsure the group life and disability portfolio of MedMutual Life Insurance Company, while the relevant licensed insurance entity will remain within Medical Mutual. Rating agency AM Best made no changes to Horace Mann's and its subsidiaries' existing ratings following the announced transactions.

Legal and commercial significance: The transaction employs three distinct legal techniques simultaneously: acquisition of limited liability company interests, transfer of shares in a regulated insurance company, and economic transfer of an insurance portfolio through reinsurance. This structure allows Horace Mann to expand its employee benefits and group insurance operations while Medical Mutual retains certain licensed legal entities.

Implementation assessment: State insurance authority approvals, capital adequacy, technical reserves, reinsurance collateral, and policyholder protection will be the primary closing conditions. Given that the ESI and RNIC transactions close on different dates, transitional services, customer referrals, brand usage, and cost-sharing must be governed by separate agreements.

Lisata terminated the merger agreement after Kuva Labs failed to validly tender the shares at the expiration of the offer period. Kuva reported that it was unable to secure sufficient resources to finance the acquisition. Under the agreement, Kuva is obligated to pay Lisata a $2 million termination fee; Lisata also reserved its other legal rights with respect to willful breach and expenses incurred in enforcing the agreement.

Legal and commercial significance: The case clearly illustrates the impact of the financing condition and the buyer's payment capacity on deal certainty. Even though the offer was accepted by shareholders, the inability to fund the acquisition price prevented closing.

Implementation assessment: From the seller's perspective, the mere existence of bank or investor commitment letters should not be considered sufficient. The availability of financing sources, funding conditions, sponsor guarantees, reverse termination fees, and specific performance rights must be evaluated together. Whether the $2 million termination fee here adequately covers Lisata's actual damages and the cost of seeking a new transaction will be at the center of any potential dispute.

Paramount and Warner Bros. Discovery agreed not to close the transaction while an antitrust lawsuit brought by 12 U.S. states remains pending. The transaction will wait until five days after the court issues a ruling on the merits, or until June 1, 2027 at the latest. The parties and the states also cancelled the preliminary injunction hearing scheduled for August 3, accepting that the case will proceed to a substantive antitrust trial.

Despite the U.S. Department of Justice not objecting to the transaction, state attorneys general argue that competition will be reduced in the markets for theatrical film distribution, exhibition of major studio films, and licensing of basic cable channels. If the transaction does not close by September 30, Paramount is required to pay Warner shareholders an additional approximately $7 million per day.

Legal and commercial significance: The development demonstrates that a favorable outcome in federal merger review in the U.S. does not eliminate the risk of lawsuits brought by states. A delay that could extend to approximately one year may significantly alter the transaction economics and financing costs.

Implementation assessment: The parties' financing commitment periods, the long-stop date, ticking fees, reverse termination fees, and ordinary course operating restrictions applicable until closing must be renegotiated. During the extended waiting period, the parties must preserve their competitive independence, manage employee and customer attrition, and limit sensitive information sharing through clean-team mechanisms.

In Long Lake's take-private of American Express Global Business Travel at $9.50 per share in cash for approximately $6.3 billion in total, certain shareholders filed suit in New York alleging deficiencies in the proxy disclosures. While Amex GBT denied the allegations, it voluntarily published supplemental disclosures on July 24 to avoid transaction delays. Shareholders will vote on the transaction at a special meeting on August 3, 2026.

Practice note: In U.S. public company transactions, management projections, investment bank valuation analyses, conflicts of interest, and the chronology of transaction negotiations are the primary sources of litigation risk. Making supplemental disclosures does not mean the transaction price or contract terms have changed, but is intended to reduce the risk of a preliminary injunction blocking the vote.

During the review period, no significant new Turkish corporate merger, demerger, or change of control was identified in KAP and Turkish Competition Authority sources following the MİA Teknoloji–Lider Sistem Teknolojileri merger reported in the previous digest. The most recent official announcement regarding the MİA transaction was published on July 24, 2026 at 08:07, which falls outside this reporting period.

This digest is prepared by ULF New York for informational purposes only and does not constitute legal advice. For advice on specific transactions, please contact our attorneys.