Amendments to the Communiqué on Mergers and Acquisitions That Require Permission From the Competition Authority
With the Communiqué to Amend the Communiqué on Mergers and Acquisitions that Require Permission from the Competition Authority (Communiqué No: 2022/2) (the “Amendment Communiqué”), various provisions of the Communiqué No. 2010/4 on Mergers and Acquisitions that Require Permission from the Competition Authority (“Communiqué No. 2010/4”) have been amended. Such amendments will enter into force 2 (two) months following the publishing date.
With Article 1 of the Amendment Communiqué, a definition of "Technology Enterprises" has been added to the first paragraph of Article 4 of the Communiqué No. 2010/4 as; undertakings operating in the digital platforms, software and gaming software, financial technology, biotechnology, pharmacology, agricultural chemicals and health technology fields or their assets.
With Article 2 of the Amendment Communiqué, the turnover thresholds in the first and second paragraphs of Article 7 of the Communiqué No. 2010/4, designating the transactions which require permission from the Competition Authority in order for the relevant transaction to be valid, have been updated. Accordingly;
The transaction will be subject to the Competition Authority’s approval if;
a. The total turnover of all the transaction parties in Turkey exceed TL 750.000.000 and at least two of the transaction parties’ turnovers in Turkey exceed TL 250.000.000,
b. In case of an acquisition, the target asset or operation’s turnover in Turkey or, in case of a merger, at least one transaction party’s turnover in Turkey exceeds TL 250.000.000 and at least one of the other transaction parties’ global turnover exceeds TL 3.000.000.000.
Moreover, a specific provision regarding the acquisition of the Technology Enterprises has been added: In transactions concerning the technology enterprises operating in or having research and development activities in the Turkish geographic market, or providing services to users in Turkey, TL 250.000.000 thresholds set forth in subparagraphs (a) and (b) above shall not be applied.
Calculation of the Turnover in Financial Institutions
With Article 3 of the Amendment Communiqué, various amendments have been made to the turnover calculation method for banks, leasing companies, finance companies, brokerage firms and portfolio management companies, insurance, reinsurance and pension companies.
Pursuant to the second paragraph of Article 10 of the Communiqué No. 2010/4, notifications made within the scope of the Communiqué No. 2010/4 shall be made through the Notification Form provided in the relevant Communiqué’s annex.
Pursuant to Article 4 of the Amendment Communiqué, other than submission by mail or delivery by hand to the Authority’s headquarter in Ankara, the notification form and its annexes may be submitted via the e-government portal.
With Article 5 of the Amendment Communiqué, the second paragraph of Article 13 of the Communiqué No. 2010/4 has been amended and pursuant to this article, mergers or acquisitions that result in a material reduction of effective competition in whole or part of the country, primarily by creating a dominant position or strengthening an existing dominant position, are not allowed. Different from the previous provision, it is regulated that "effective" competition will be taken into account.
Notification Form Amendment
With Article 4 of the Amendment Communiqué, the "Notification Form on Mergers and Acquisitions" has been updated.