As of 7:57 a.m. EDT / 2:57 p.m. Türkiye time on September 2, 2026. This brief reviews developments from September 1 through September 2.

Vanet Gıda Sanayi İç ve Dış Ticaret A.Ş. and Osman Çetinkaya completed the transfer of 100% of DR Nar Gıda Sanayi ve Ticaret A.Ş., a concentrated fruit and vegetable juice producer, on August 27. A current public disclosure was issued on the evening of September 1. The disclosure form records 1,500 shares at TRY 1,000 per share, or TRY 1.5 million in total.

The stated figure should not necessarily be treated as the final economic purchase price. The same disclosure says that payment terms will be determined after the valuation report is available. The valuation process and any purchase-price adjustment should therefore be monitored before drawing conclusions from the disclosed amount.

Vanet now holds full legal and economic control, supporting integration of management, production, sales, and financing. The low stated figure alongside a continuing valuation process makes related-party, fair-value, and purchase-price accounting questions particularly important. Post-closing diligence should cover food-production permits, product and brand rights, inventory, food-safety and recall history, major customer and supplier agreements, employees, and historical tax liabilities. If additional consideration becomes payable after valuation, the SPA or an ancillary protocol should state the adjustment mechanics clearly.

Koç Holding and its indirect controlling shareholder Temel Ticaret ve Yatırım A.Ş. plan to sell approximately 0.83% of Türkiye Petrol Rafinerileri A.Ş. (Tüpraş) to Merrill Lynch International. The price is TRY 384.50 per TRY 1 nominal-value share, with an aggregate value of approximately TRY 6.16 billion. The trade is planned for September 3, with settlement on September 7.

Koç is selling approximately 0.57% and Temel Ticaret approximately 0.26%. After completion, Koç Holding's direct interest is expected to be about 3.7%, while the combined Koç Holding and Enerji Yatırımları interest is expected to be about 50.1%. Free float would increase to approximately 49.7%, while the Koç Group would retain management control.

This is not a control transaction or a conventional acquisition; it is a large cross-border block placement. Still, it has material capital-markets and governance implications because it increases free float and reduces the controlling group's margin to about 50.1%. The wholesale-trading procedure, conversion of shares into tradable status, Borsa İstanbul approval, and synchronized settlement need to be managed. Future disposals, indirect control through subsidiaries, and preservation of voting rights deserve close attention.

Source: KAP disclosure on the Koç/Tüpraş share sale

Empa Elektronik Sanayi ve Ticaret A.Ş. completed the formation of Empa Electronics USA Inc. in New York on August 31, with a public disclosure released on September 1. The company will trade electronic devices and components. It has $30,000 in capital and is wholly owned by Empa.

This is a greenfield subsidiary formation rather than M&A, but it is the period's clearest direct Türkiye–U.S. corporate-structuring development. Empa has said the new company will support U.S.-centered sourcing, manufacturer coordination, and logistics.

A local U.S. entity can hold contracts, supply-chain arrangements, and selected commercial risks directly. For semiconductor and electronic-component trade, it may improve access to American manufacturers and distribution channels. The group should establish intercompany distribution and procurement agreements, transfer-pricing policies, product-liability allocation, federal and state tax-nexus analysis, sales-tax compliance, customs planning, EAR/export-control controls, and sanctions compliance at the outset. If the U.S. vehicle may later be used for acquisitions, its organizational documents and financing structure should be designed accordingly.

GoPro Inc. and Starman Optical Inc. announced an unusual combination in which GoPro shareholders will receive $285 million in cash, approximately $1.14 per share, while retaining around 10% of the combined public company. The Starman side is expected to own approximately 90%. Closing is targeted for year-end 2026.

The structure is not a standard cash acquisition followed by delisting. GoPro shareholders retain a minority rollover interest; roughly $92 million of GoPro debt is expected to be fully repaid at closing; and GoPro is expected to remain listed on Nasdaq. Starman's U.S.-manufactured optical-transceiver operations would be added to the GoPro platform, with the stated objective of addressing AI data centers, defense, government, robotics, and aerospace markets.

Economically, the transaction has strong reverse-merger and recapitalization characteristics: the public GoPro entity remains, but Starman assumes economic control. GoPro's more than 2,500 U.S. patents are central to the transaction rationale. Key workstreams include net-working-capital adjustments, 90/10 governance, board composition, IP use across new business lines, defense and export controls, and product liability. Because the trading price reportedly exceeded the stated cash consideration, superior-proposal risk, interloper dynamics, and directors' fiduciary duties should also be monitored.

Shell Oil Products US intends to acquire the remaining 67% of Tri Star Energy LLC, where it currently holds 33%. The price has not been disclosed, and closing is expected by the end of 2026. The transaction would bring an additional 320 company-controlled fuel and convenience locations across Tennessee and nearby states, as well as supply agreements for 552 dealer stations, under Shell's full control.

This is a step-up acquisition from minority ownership to full consolidation. Although Shell will already know parts of the business from its existing investment, the governance and balance-sheet consequences of moving to 100% control are significant. Diligence should focus on location-specific environmental liabilities, underground storage tanks, real property and lease rights, franchise and dealer agreements, fuel-supply contracts, and employee transfers. Integration and internal-restructuring documentation will also matter because Tri Star is expected to operate under Texas Petroleum Group after completion.

Comstock Resources and Azerbaijani state energy company SOCAR announced economic terms for a $1.65 billion cash transaction involving interests in Legacy Haynesville, Pinnacle Gas Services, and Western Haynesville. SOCAR would hold 20% in Legacy Haynesville, 15% in Pinnacle, and initially 15% in Western Haynesville. Comstock is expected to remain operator. The parties reportedly target definitive agreements by October 31.

The Western Haynesville interest would reduce from 15% to 7.5% after five years if SOCAR achieves a 15% investment return. The transaction is therefore not a simple asset sale: it combines a minority asset/JV investment with deleveraging. Comstock aims to reduce net debt from about $3.1 billion to $1.5 billion while retaining operatorship and using SOCAR's international gas-marketing network.

Definitive agreements should address operatorship, annual budgets, drilling commitments, capital calls, distribution waterfalls, reserved matters, transfer rights, and the IRR-linked equity ratchet in detail. Because the investor is foreign state-controlled, CFIUS analysis and early review of energy-infrastructure and national-security considerations are also important.

Keurig Dr Pepper (KDP) is selling its entire Chobani equity interest for $800 million and an Allentown, Pennsylvania manufacturing and warehouse facility for about $125 million, for aggregate consideration of $925 million. The arrangement follows KDP's $18 billion JDE Peet's acquisition and forms part of a wider portfolio restructuring. Chobani plans to invest approximately $1.2 billion in the facility over the next five years.

The package combines an equity divestiture, a manufacturing-asset sale, and operational separation. It is more complex than a single share-purchase agreement because factory operations and employee transitions are part of the transaction perimeter. Lease and equipment transfers, operating permits, employee allocation, retained distribution and customer functions, and ongoing supply or distribution relationships should each be addressed in appropriate agreements. KDP's plan to separate its coffee and beverage operations into two public U.S. companies also requires consistent allocation of debt, assets, and commercial relationships.

Solaris Energy Infrastructure Inc. completed its acquisition of Omega Foundation Services, announced September 2. Consideration includes approximately $101 million in net cash, $28 million in assumed debt and leases, and approximately 3.6 million Solaris Class A shares.

The acquisition expands Solaris's EPC capabilities across heavy construction, energy, and large-scale data-center infrastructure, from site preparation through plant construction, commissioning, and electrical-substation development. It is a vertical-capability acquisition responding to the need for qualified EPC capacity in the AI and data-center investment cycle. Change-of-control provisions, performance bonds, warranty and defect liabilities, subcontractor claims, OSHA safety, employee retention, and project-delay penalties deserve close diligence. The cash, equity, debt-assumption mix also makes purchase-price allocation and post-closing seller lock-up and registration rights important.

Australia's competition authority granted conditional clearance on September 2 for the approximately $40 billion Kimberly-Clark–Kenvue transaction, subject to divestiture of Kenvue's Carefree and Stayfree period-care brands in Australia. The development illustrates how a country-specific remedy for a narrow portfolio can affect a global closing plan. A remedy carve-out must separate more than the brand name: relevant IP, inventory, manufacturing and supply arrangements, employees, distributor rights, and transition services should together create a viable standalone business.

No new conventional Türkiye buyer–U.S. target or U.S. buyer–Türkiye target control transaction was announced in the last 24 hours. Empa Electronics USA is nevertheless a concrete direct corporate-structuring development, while the Koç–Tüpraş/Merrill Lynch transaction is a significant capital-markets block sale with U.S. financial-group involvement. The most instructive transaction structures are GoPro–Starman's cash payment plus 10% rollover, Comstock–SOCAR's IRR-linked equity reduction with seller operatorship, KDP–Chobani's combined equity sale and factory carve-out, and Koç–Tüpraş's free-float increase while control is preserved.

This publication is for general informational purposes only and does not constitute legal advice. Transaction structures, regulatory requirements, and legal consequences depend on the specific parties, documents, jurisdictions, and facts involved.