KEY CHANGES TO THE COMMUNIQUÉ ON MERGERS AND ACQUISITIONS SUBJECT TO PERMISSION OF COMPETITION BOARD
The Communiqué numbered 2022/2 (the “Amending Communique”) on “Amending Communique” Numbered 2010/4 Concerning the Mergers and Acquisitions Requiring Permission of the Turkish Competition Board (in Turkish, “Rekabet Kurulundan İzin Alınması Gereken Birleşme ve Devralmalar Hakkında Tebliğ’de (Tebliğ No: 2010/4) Değişiklik Yapılması Hakkında Tebliğ (Tebliğ No: 2022/2)”, the “Communique Numbered 2010/4”) was published in the Official Gazette numbered 31768 and dated 4 March 2022. The Amending Communiqué came into force on 4 May 2022.
With the amendments, the Turkish Competition Authority (in Turkish, “Rekabet Kurumu”, the “Authority”)
- updated the turnover thresholds for mandatory filings and
- introduced a new definition of technology undertakings.
1. Definition of Technology UndertakingsThe definition of technology undertakings has been introduced under Article 4 paragraph 1 of the Communiqué Numbered 2010/4 as follows:
“Technology undertakings: undertakings or assets relating to those operating in the fields of digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and health technologies”
Accordingly, a sector-specific assessment of technology undertakings was made and new regulations were introduced for transactions in such sector.
2. Rise In Turnover ThresholdsPursuant to the amended Article 7 paragraph 1, referring to Article 5 of theCommunique Numbered 2010/4, the turnover thresholds are increased as follows:
| Previous Threshold Amounts | Updated Threshold Amounts |
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a) The aggregate Turkish turnover of the transaction parties exceeding TRY 750 million (approximately EUR 46,875,000) and the Turkish turnover of at least two of the transaction parties each exceeding TRY 250 million (approximately EUR 15,625,000);
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b) The Turkish turnover of the transferred asset or activity subject to acquisition in the relevant transaction exceeding TRY 250 million (approximately EUR 15,625,000) and the worldwide turnover of at least one of the other parties to the transaction exceeds TRY 3,000,000,000 (approximately EUR 187,500,000).
Besides, the Amending Communiqué brought an exception for technology undertakings which envisaged that any transaction involving a technology undertaking as a target that either operates or carries out R&D activities in Turkey or offers their services to users in Turkey shall not require threshold of TRY 250 million (approximately EUR 15,625,000) mentioned in a) and b) hereinabove.
In addition, some important amendments have been made to the Notification Form which is an annex to theCommunique Numbered 2010/4, both to the format and to the scope which is used for merger applications.
“e-government” (in Turkish, “e-devlet“) platform has been added to the Article 10 of the Communiqué Numbered 2010/4 as an option for the submission of merger filings to the Authority. It should be noted that the practice of electronic submission of merger filings has been in use since the beginning of the Covid-19 pandemic but now it has been added to the legislation.
In accordance with the Amending Communiqué, turnover thresholds have been increased for mergers and acquisitions that require permission from the Turkish Competition Board. On the other hand, important exceptions have been introduced that are particularly applicable to the companies operating in the technology sector.
Our Law Firm remains at your disposal for any further clarifications you may need.