Alarko Holding A.Ş. has signed a binding share purchase agreement to acquire Carrier HVACR Investments B.V.'s 42.03% stake in Alarko Carrier Sanayi ve Ticaret A.Ş. for $16,811,593.52. Carrier HVACR Investments B.V. is a Dutch subsidiary of Carrier Global Corporation, the U.S.-headquartered HVAC and refrigeration group. Upon closing, Alarko Holding's direct stake in Alarko Carrier will rise to approximately 84.06%, triggering a mandatory tender offer obligation under Turkish capital markets law.

The SPA was signed on August 7, 2026. Closing is subject to Turkish Competition Authority approval and other customary conditions.

Buyer: Alarko Holding A.Ş. — one of Turkey's largest diversified industrial and real estate conglomerates, headquartered in Istanbul.

Seller: Carrier HVACR Investments B.V. — a Dutch subsidiary of Carrier Global Corporation (NYSE: CARR), the U.S.-based global leader in HVAC, refrigeration, and fire and security solutions.

Target: Alarko Carrier Sanayi ve Ticaret A.Ş. — a publicly listed Turkish company (BIST: ALCAR) engaged in the manufacture and distribution of HVAC equipment, including products marketed under the Carrier and Toshiba brands.

Stake Acquired: 42.03% of Alarko Carrier's share capital.

Purchase Price: $16,811,593.52 — calculated at $3.70 per nominal TL 1 share of Alarko Carrier, subject to adjustment based on the mandatory tender offer price ultimately determined.

Post-Closing Alarko Stake: Approximately 84.06%.

Long-Stop Date: Six months from signing, with one automatic three-month extension if conditions have not been satisfied.

This deal is not a conventional share acquisition. It simultaneously involves four distinct legal mechanisms, each with its own regulatory and contractual logic.

Alarko Holding's stake in Alarko Carrier will increase from approximately 42.03% to approximately 84.06%. This converts Alarko Carrier from a jointly controlled affiliate — where Alarko and Carrier each held roughly equal stakes and exercised shared governance — into a consolidated subsidiary under Alarko Holding's sole control. The accounting, governance, and strategic implications of this conversion are substantial.

The Alarko–Carrier joint venture has existed for approximately thirty years. At closing, the shareholders' agreement governing the joint venture will terminate. This means the contractual framework that defined board composition, reserved matters, information rights, transfer restrictions, and exit mechanisms between the two groups will cease to exist. Unwinding a thirty-year JV requires careful mapping of all rights and obligations that were embedded in that agreement and that must either be transferred, extinguished, or replaced.

Under Turkish Capital Markets Board (CMB) regulations, acquiring control of a publicly listed company triggers a mandatory tender offer obligation. Alarko Holding must apply to the CMB within six business days of closing. The mandatory tender offer price will be determined in accordance with CMB rules, and the SPA purchase price of $3.70 per share is subject to adjustment if the mandatory tender offer price differs. This price linkage mechanism is a notable feature of the transaction: it means the final economic terms of the SPA are not fully fixed at signing, but remain contingent on a post-closing regulatory determination.

Simultaneously with the share transfer, a separate carve-out agreement has been signed among Alarko Carrier, Carrier, and Carrier's affiliate Viessmann Wärmetechnik (a Carrier group company). Under this agreement, Alarko Carrier will transfer to the Carrier side all assets, contracts, customer advances, ongoing project obligations, and after-sales service commitments related to the Carrier and Toshiba brands. Alarko Carrier will cease all activities conducted under those brands. The Carrier and Toshiba brand exclusivity rights that Alarko Carrier previously held will also terminate.

This carve-out is operationally complex. Alarko Carrier has been the exclusive distributor and service provider for Carrier and Toshiba branded HVAC products in Turkey. Separating those activities — including ongoing warranty obligations, distributor and service network contracts, customer deposits, work-in-progress projects, and inventory — requires a detailed separation plan and transitional arrangements.

Competition Authority Clearance: Turkish Competition Authority approval is a condition precedent. Given that Alarko Carrier is already majority-owned by Alarko Holding and the transaction consolidates an existing joint venture rather than combining independent competitors, the substantive competition risk is likely limited. However, the filing and review timeline must be built into the closing schedule.

CMB Mandatory Tender Offer Process: The six-business-day application deadline post-closing is strict. The CMB review process, tender offer pricing methodology, and the potential price adjustment mechanism in the SPA must be coordinated carefully. Counsel must ensure that the SPA's price adjustment provisions are aligned with the CMB's mandatory tender offer pricing rules.

Carve-Out Separation Plan: The Carrier/Toshiba business carve-out requires a detailed separation plan covering: inventory ownership and valuation date; customer advances and their allocation; ongoing project cost and completion obligations; warranty and after-sales service liabilities; distributor and service network contract assignments; employee transitions; and data and IT system separation. The CMB's rules on material transactions and withdrawal rights may also be relevant and should be confirmed before closing.

Shareholders' Agreement Termination: The termination of the thirty-year JV shareholders' agreement must be documented carefully. Any residual rights or obligations that survive termination — such as indemnities, representations, or ongoing commercial arrangements — must be identified and addressed.

Change-of-Control Provisions: Alarko Carrier's material commercial contracts, financing arrangements, and regulatory licenses should be reviewed for change-of-control provisions that may be triggered by the transaction.

The Alarko–Carrier transaction is an instructive example of how a seemingly straightforward share acquisition can involve multiple overlapping legal regimes. The interaction between the SPA purchase price and the CMB mandatory tender offer price — where the former is subject to adjustment based on the latter — illustrates how Turkish capital markets law directly shapes the economic terms of cross-border M&A agreements involving publicly listed Turkish targets.

For practitioners advising on Turkey–U.S. transactions, this deal highlights the importance of integrating Turkish CMB requirements, Competition Authority timelines, and carve-out separation mechanics into a single, coordinated closing architecture from the outset of the transaction.

ULF New York provides legal advisory services on cross-border M&A, joint venture structuring, and Turkish capital markets transactions. This article is for informational purposes only and does not constitute legal advice.