Koç Holding A.Ş. has completed the acquisition of 23,558,850 nominal TL B-class shares of Ford Otomotiv Sanayi A.Ş. (Ford Otosan) from Temel Ticaret ve Yatırım A.Ş., a Koç Group affiliate, for TL 1,852,903,552.50 in cash. The transfer and payment were completed on August 7, 2026. Following the transaction, Koç Holding's direct shareholding and voting rights in Ford Otosan increased to approximately 39.32%.

The transaction was executed for the purpose of simplifying the Koç Group's ownership structure in Ford Otosan.

Buyer: Koç Holding A.Ş. — Turkey's largest industrial and services conglomerate, listed on BIST.

Seller: Temel Ticaret ve Yatırım A.Ş. — a Koç Group holding and investment company.

Target: Ford Otomotiv Sanayi A.Ş. (Ford Otosan, BIST: FROTO) — Turkey's largest automotive manufacturer, a strategic joint venture between the Koç Group and Ford Motor Company.

Shares Transferred: 23,558,850 nominal TL B-class shares, representing approximately 0.67% of Ford Otosan's share capital.

Transaction Value: TL 1,852,903,552.50 (approximately $51 million at current exchange rates).

Post-Transaction Koç Holding Direct Stake: Approximately 39.32%.

Ford Deutschland Engineering Stake: Approximately 41.04% (per current public disclosure data).

This transaction is not a control transfer. Economically, it is an intra-group share consolidation — moving Ford Otosan shares from one Koç Group entity (Temel Ticaret) to the parent holding company (Koç Holding). The aggregate Koç Group stake in Ford Otosan does not change; only the direct ownership layer at Koç Holding increases.

The stated rationale — simplification of the group's ownership structure — reflects a broader trend among large Turkish conglomerates to reduce the number of intermediate holding layers between the parent company and strategically important subsidiaries. Consolidating ownership at the Koç Holding level provides cleaner governance, more direct capital allocation authority, and a clearer public disclosure profile for the flagship automotive joint venture.

Ford Otosan is the centerpiece of the Koç–Ford partnership in Turkey. The company manufactures Ford Transit, Transit Custom, Ranger, and Puma models, with significant export volumes to Europe and other markets. It is one of Turkey's largest exporters and a critical node in Ford's European manufacturing network.

In joint ventures between major industrial groups, the shareholders' agreement typically contains transfer restrictions, pre-emption rights, rights of first refusal, and tag-along or drag-along provisions. Where the transfer is between entities within the same group, the shareholders' agreement usually provides an intra-group transfer exception — allowing shares to move between affiliates without triggering pre-emption rights, provided the transferee remains within the group.

The Koç–Ford shareholders' agreement governing Ford Otosan would need to be reviewed to confirm that the Temel Ticaret to Koç Holding transfer falls within any such intra-group exception, and that no consent or notification obligations were triggered.

In joint ventures with balanced governance structures, board nomination rights are typically tied to specific shareholding thresholds. As Koç Holding's direct stake increases to approximately 39.32%, practitioners should confirm whether this threshold affects any board nomination entitlements under the shareholders' agreement or Ford Otosan's articles of association.

The transaction involves a transfer between related parties within the Koç Group. For a publicly listed company like Ford Otosan, related-party transactions require careful documentation of the pricing rationale, board approval process, and public disclosure. This documentation is particularly important for protecting against potential minority shareholder disputes in the future.

The transaction has been publicly disclosed through the KAP (Public Disclosure Platform) system. The disclosure should confirm that the transaction price was determined on arm's-length terms and that all applicable CMB related-party transaction rules were observed.

The Koç–Ford partnership in Ford Otosan is one of the most significant and long-standing Turkey–U.S. industrial joint ventures. With Koç Holding now holding approximately 39.32% directly and Ford Deutschland Engineering holding approximately 41.04%, the two principal partners hold roughly equal direct stakes.

For practitioners advising on Turkey–U.S. joint ventures, this transaction illustrates how large groups periodically restructure their ownership layers for governance efficiency without altering the fundamental balance of the joint venture. The legal work in such transactions — while less complex than a full control transfer — requires careful attention to the shareholders' agreement, transfer restriction mechanics, and related-party transaction compliance.

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.