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Türkiye–U.S. M&A Daily Brief — September 5, 2026 | ULF New York

Türkiye–U.S. M&A

Türkiye–U.S. M&A Daily Brief — September 5, 2026

DOF Robotics advances a Dallas expansion while Bending Spoons–Airtable, SoundHound–LivePerson, Tarsus–Alkeus, and CRH–Arcosa reshape U.S. markets.

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Muhammet Halil Ucar
••7 min read

As of 8:00 a.m. EDT / 3:00 p.m. Türkiye time on September 5, 2026. This brief reviews developments from September 4 through September 5.

DOF Robotics signs Dallas technology-center MoU

DOF Robotik Sanayi A.Ş. signed a memorandum of understanding on September 4 for the planned acquisition of an existing building and land in the Dallas, Texas area. The approximately $16 million project is intended to establish a U.S. Technology Experience Center for robotics, simulation, technology, and visitor-experience activities. The definitive acquisition has not yet closed.

This is best understood as a cross-border real-estate and operating-asset acquisition coupled with greenfield expansion, rather than a conventional target-company acquisition. It is nonetheless a concrete Türkiye–U.S. investment development: DOF intends to enter the U.S. market through a fixed-asset investment rather than only a distributor or sales office. The structure could also support later expansion through a dedicated U.S. subsidiary or acquisition platform.

Before execution of a definitive agreement, title search, zoning and permitted-use analysis, environmental diligence, property-tax assessment, building-condition review, and any existing lease or service commitments should be completed. The parties should also model equity funding versus intercompany debt, transfer pricing, withholding, and tax consequences between the Turkish company and its U.S. structure. The MoU should be examined carefully for binding provisions on exclusivity, deposits, financing-outs, diligence access, and termination rights.

Türkiye: distressed-credit and restructuring developments

Gelecek Varlık completes İş Bankası NPL portfolio transfer

Gelecek Varlık Yönetimi A.Ş. completed the transfer and assignment of two retail non-performing-loan portfolios from Türkiye İş Bankası A.Ş. on September 4. The portfolios have TRY 754.8 million in stated principal value. That figure is the nominal value of the receivables, not the acquisition price, which was not disclosed.

This is a distressed-credit asset acquisition, not a corporate acquisition. For the selling bank, it supports balance-sheet cleanup; for the asset-management company, it acquires future collection cash flows. File-by-file review should address limitation periods, enforcement and litigation status, and the transfer of accessory rights such as guarantees, mortgages, and pledges. Closing-date collections, incomplete files, and potential repurchase or indemnity mechanisms require clear documentation. Transfer of debtor and guarantor data should also be documented under Turkish personal-data requirements.

Birlik Mensucat begins a new Turkish Commercial Code Article 376 review

Birlik Mensucat Ticaret ve Sanayi İşletmesi A.Ş. began a new analysis under Article 376 of the Turkish Commercial Code using its June 30, 2026 balance sheet. The board resolved to value unrecorded intangible fixed assets, especially brand value, and to prepare a separate Article 376 balance sheet using that valuation. Results will be submitted to the ordinary general assembly for the 2026 fiscal year.

No concordat, insolvency, or final restructuring has been announced. The board's formal assessment of capital-loss and over-indebtedness risk is, however, an important early warning for creditor-protection and capital-maintenance measures. The independence and methodology of the brand valuation will be critical. Depending on the outcome, capital reduction, simultaneous increase, capital completion, or other remedial measures may be considered. Financing documents should also be tested for cross-default, net-worth covenant, and acceleration consequences.

U.S. transaction closings

Bending Spoons completes Airtable acquisition

Bending Spoons S.p.A. completed its all-cash acquisition of San Francisco-based Airtable on September 4. The transaction has an enterprise value of approximately $1.285 billion and an implied equity value of approximately $2.25 billion when Airtable's net cash is included. Airtable serves more than 500,000 organizations and reported approximately $480 million of annual recurring revenue when the agreement was announced.

The deal is notable for U.S. SaaS valuation discipline: Airtable had achieved far higher private-market valuations in 2021, while the current transaction reflects cash flow and ARR-focused technology M&A pricing. For Bending Spoons, it is the first major acquisition after its Nasdaq listing.

Post-closing priorities include segregation of customer, AI-agent, and workflow data from other group platforms; change-of-control clauses in enterprise agreements; GDPR and CCPA compliance; open-source licenses; and employee retention. Given Bending Spoons' record of intensive operational restructuring after acquisitions, employee and customer continuity covenants merit close review.

SoundHound AI closes LivePerson acquisition and debt restructuring

SoundHound AI Inc. completed its acquisition of LivePerson Inc. on September 4. The transaction's initially stated equity value was approximately $43 million; debt arrangements imply enterprise value of approximately $250 million. LivePerson was delisted from Nasdaq and became part of SoundHound.

This is a strategic acquisition, debt settlement, and public-company delisting in one closing. LivePerson's secured noteholders exchanged debt for SoundHound shares and limited cash, while the combined company targets a debt-free balance sheet. LivePerson holders received 0.4673 SoundHound Class A shares per LivePerson share. The combination brings SoundHound's voice-AI capabilities together with LivePerson's digital messaging infrastructure and a customer base including 25 Fortune 100 companies.

Resale-registration rights for SoundHound shares issued to creditors, customer-data segregation, AI-training permissions, assignment and change-of-control clauses, and legacy litigation exposure should be managed closely. Contractual data-use rights are particularly important before customer messages are used in a combined agentic-AI platform.

Tarsus Pharmaceuticals completes Alkeus acquisition

Tarsus Pharmaceuticals Inc. completed its acquisition of Alkeus Pharmaceuticals Inc. on September 4. The consideration includes approximately $450 million upfront—$270 million in cash and $180 million in Tarsus shares—plus up to $350 million in milestones and low-single-digit tiered royalties on net sales of gildeuretinol. The announced maximum economic value is up to $800 million plus royalty.

The principal acquired asset is the Phase 3 gildeuretinol/ALK-001 program for Stargardt disease, which holds FDA Breakthrough Therapy, Orphan Drug, Fast Track, and Rare Pediatric Disease designations. The structure illustrates familiar biotech risk sharing: the buyer acquires the technology now while a substantial portion of consideration depends on regulatory and commercial success.

Milestone definitions should be objective for FDA approval, first commercial sale, and relevant territories. Commercially reasonable efforts standards, patent and license chains, royalty calculation, and reporting or audit rights for former Alkeus holders will be central, particularly because the clinical program may continue through 2029.

Arcosa shareholders approve CRH transaction

Arcosa Inc. shareholders approved CRH's approximately $8.5 billion acquisition on September 4. The all-cash consideration is $150 per share, and closing is expected in the first quarter of 2027 subject to required regulatory approvals. Dallas-based Arcosa owns 109 quarries and sites, nine asphalt plants, and meaningful energy-transmission infrastructure capacity. CRH targets approximately $175 million in annual run-rate cost synergies.

Shareholder approval removes a key closing condition; regulatory clearance and technical closing execution now dominate risk. The transaction is a major consolidation example in U.S. infrastructure materials, a sector supported by AI data-center development and grid modernization. The merger agreement includes an approximately $372 million reverse termination fee for certain regulatory failures affecting CRH and an approximately $260 million termination fee for certain superior-proposal or board-change scenarios affecting Arcosa. These provisions show how regulatory and fiduciary-out risk is priced in large public transactions.

Key takeaway

No completed conventional Turkish-buyer/U.S.-target or U.S.-buyer/Turkish-target control transaction was identified in this period. DOF Robotics' Dallas MoU is the clearest new direct investment development. SoundHound–LivePerson demonstrates how acquisition and debt restructuring can be integrated at the same closing; Tarsus–Alkeus converts clinical and regulatory uncertainty into milestone and royalty consideration; and DOF's proposed property acquisition shows why U.S. corporate and tax structuring should be settled before the definitive real-estate agreement.

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.

Explore Topics

#M&A#Türkiye#United States#Robotics#Artificial Intelligence#Cross-Border Transactions#September-2026
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Written by

Muhammet Halil Ucar

ULF New York legal team — New York-based attorneys advising Turkish companies and investors on U.S. market entry, corporate law, real estate, and international trade.

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Published

Saturday, September 5, 2026

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