Turkey: Recent Cases

Last Updated: 8 February 2019

The Board approved the transaction regarding the acquisition of sole control over Eurasia Invest Holding AG by Mayr-Melnhof Packaging International GmbH (06.12.2018; 18-46/715-349).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of sole control over Eurasia Invest Holding AG by Mayr-Melnhof Packaging International GmbH.

The Board approved the transaction regarding the acquisition of joint control over Essar Steel India Ltd. by ArcelorMittal S.A. and Nippon Steel & Sumitomo Metal Corporation (06.12.2018; 18-46/719-352).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of joint control over Essar Steel India Ltd. by ArcelorMittal S.A. and Nippon Steel & Sumitomo Metal Corporation.

The Board approved the transaction regarding the acquisition of sole control over Zinedent İmplant Üretim A.Ş. by Straumann Holding AG through its subsidiary Instradent AG (20.12.2018; 18-48/749-362).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of sole control over Zinedent İmplant Üretim A.Ş. by Straumann Holding AG through its subsidiary Instradent AG.

The Board approved the transaction regarding the acquisition of certain amount of shares of D.Med Consulting by Fresenius Medical Care Beteiligungsgesellschaft mbH, Bad Homburg v.d.H., Germany, a wholly owned subsidiary of Fresenius Medical Care AG & Co. KGaA from KR² GmbH (27.12.2018; 18-49/762-368).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of certain amount of shares of D.Med Consulting by Fresenius Medical Care Beteiligungsgesellschaft mbH, Bad Homburg v.d.H., Germany, a wholly owned subsidiary of Fresenius Medical Care AG & Co. KGaA from KR² GmbH

The Board approved the transaction regarding the acquisition of MPM Holdings Inc. by a consortium consisting of SJL Partners LLC, KCC Corporation and Wonik QnC Corporation (27.12.2018; 18-49/758-365).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of MPM Holdings Inc. by a consortium consisting of SJL Partners LLC, KCC Corporation and Wonik QnC Corporation.

The Board approved the transaction regarding the acquisition of sole control over CEVA Logistics AG by CMA CGM S.A. (03.1.2019; 19-02/6-3).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of sole control over CEVA Logistics AG by CMA CGM S.A.

The Board approved the transaction regarding the acquisition of the shares of Esterline Technologies Corporation by TransDigm Group Incorporated (10.1.2019; 19-03/17-8).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of the shares of Esterline Technologies Corporation by TransDigm Group Incorporated.

The Board approved the transaction regarding the establishment of a joint venture between DENSO Corporation and Aisin Seiki Co., Ltd. (17.1.2019; 19-04/32-13).

The Turkish Competition Board (“Board”) approved the transaction regarding the establishment of a joint venture between DENSO Corporation and Aisin Seiki Co., Ltd.

The Board has pronounced its final decision on the full-fledged investigation conducted against Sony Eurasia Pazarlama A.Ş. (22.11.2018; 18-44/703-345).

The Turkish Competition Board (“Board”) recently pronounced its final decision regarding the full-fledged investigation conducted against Sony Eurasia Pazarlama A.Ş. in order to determine whether it has abused Article 4 of the Law No. 4054 on Protection of Competition (“Law No. 4054”) by maintaining the resale prices of the products that its distributors sell.

In light of all the evidences, information and documents collected, investigation report and written defenses, the Board decided in its meeting dated 22.11.2018 and decision numbered 18-44/703-345 that;

  • Sony Eurasia Pazarlama A.Ş. violated the Article 4 of Law No.4054 by engaging in resale price maintenance conduct towards its distributors with respect to online sales.
  • Therefore, to impose administrative monetary fine over the annual turnover determined by the Board for the financial year of 2017 to the relevant undertaking in the amount of TL 2,346,618.62 pursuant to Article 16(3) of the Law No. 4054 and Articles 5(1)(b), 5(2), 5(3)(a) and 7(1) of “Regulation on Monetary Fines for Restrictive Agreements, Concerted Practices, Decisions and Abuses of Dominance”.

The Board has pronounced its final decision on the full-fledged investigation conducted against Alka San. İnş. ve Tic. A.Ş., Antakya Galvaniz Metal San. Tic. Ltd. Şti., Steel Guardrail and Road Restraint Systems Organization, Çepaş Galvaniz Demir Çelik Madencilik İnşaat Nakliye Tic. ve San. A.Ş., Kıraç Galvaniz Telekominikasyon Metal Makine İnşaat Elektrik San. ve Tic. A.Ş., Kisan İnşaat Mühendislik San. ve Tic. A.Ş., Şa-Ra Enerji İnşaat Tic. ve San. A.Ş. and Yimtaş Mühendislik İnşaat Taah. Turz. Metal San. ve Tic. A.Ş. (22.11.2018; 18-44/702-344).

The Turkish Competition Board (“Board”) recently pronounced its final decision regarding the full-fledged investigation conducted against the undertakings which are members of Steel Guardrail and Road Restraint Systems Organization in order to determine whether these undertakings have abused Article 4 of the Law No. 4054 on Protection of Competition (“Law No. 4054”) by engaging in concerted practices in terms of bidding procedures in tenders and determining prices.

The Board decided in its meeting dated 22.11.2018 and decision numbered 18-44/702-344 that; Alka San. İnş. ve Tic. A.Ş., Antakya Galvaniz Metal San. Tic. Ltd. Şti., Steel Guardrail and Road Restraint Systems Organization, Çepaş Galvaniz Demir Çelik Madencilik İnşaat Nakliye Tic. ve San. A.Ş., Kıraç Galvaniz Telekominikasyon Metal Makine İnşaat Elektrik San. ve Tic. A.Ş., Kisan İnşaat Mühendislik San. ve Tic. A.Ş., Şa-Ra Enerji İnşaat Tic. ve San. A.Ş. and Yimtaş Mühendislik İnşaat Taah. Turz. Metal San. ve Tic. A.Ş. did not violate the Article 4 of Law No. 4054 and therefore did not impose any administrative monetary fines.

The Board launched a full-fledged investigation against MDF and Particle Board Industrialists Association and 12 undertakings that are active in MDF market (01.11.2018; 18-41/654-M).

The Turkish Competition Board (“Board”) has concluded the preliminary investigation conducted for the purpose of determining whether the undertakings which are active in particle board and MDF markets have agreed to increase prices.

The Board found that the relevant allegations and findings are serious and adequate, and through its meeting dated 01.11.2018 and decision numbered 18-41/654-M decided to launch a full-fledged investigation against the undertakings listed below, in order to determine whether they have violated Article 4 of Law No. 4054:

- MDF and Particle Board Industrialists Association

- Kastamonu Entegre Ağaç San. ve Tic. A.Ş.

- Çamsar Orman Ürünleri Tic. ve San. A.Ş.

- Yıldız Sunta Orman Ürünleri Sanayi Tesisleri İth. İhr. ve Tic. A.Ş.

- Divapan Entegre Ağaç Panel San. Tic. A.Ş.

- AGT Ağaç Sanayi ve Ticaret A.Ş.

- Yıldız Entegre Ağaç San. ve Tic. A.Ş.

- Orma Orman Mahsulleri İntegre San. ve Tic. A.Ş.

- Starwood Orman Ürünleri A.Ş.

- Çamsan Ordu Ağaç Sanayi ve Ticaret A.Ş.

- Çamsan Entegre Ağaç San. ve Tic. A.Ş.

- Teverpan MDF Levha Sanayii ve Ticaret A.Ş.

- Gentaş Genel Metal San. ve Tic. A.Ş.

The Board launched a full-fledged investigation against thirty undertakings active in hot air balloon managership and tourism agency market (15.11.2018; 18-43/687-M).

The Turkish Competition Board (“Board”) has concluded the preliminary investigation conducted for the purpose of determining whether Dorak Turizm ve Gayrimenkul Yatırımları Holding A.Ş. has excluded its competitors by leasing the flights of hot air balloon businesses in Cappadocia region and not providing balloon flights services to the customers of the hotels and agencies other than the customers of their own hotels and agencies.

The Board found that the relevant allegations and findings are serious and adequate, and decided to launch a full-fledged investigation through its meeting dated 15.11.2018 and decision numbered 18-43/687-M against the undertakings listed below in order to determine whether the relevant undertakings have violated the Articles 4 and 6 of Law No. 4054:

1.Air Kapadokya Balonculuk Havacılık Tur. Rek. A.Ş.

2.Arıkan Havacılık Ltd. Şti.

3.Atmosfer Balonculuk Ticaret Turizm Ltd. Şti.

4.Başkent Havacılık Balonculuk Eğt. Tur. Rek. İnş. Taş. San. ve Tic. Ltd. Şti.

5.Cihangiroğlu Havacılık Balonculuk Reklamcılık Turizm. Taşımacılık ve Tic. Ltd. Şti.

6.CO DMC Turizm ve Ticaret Ltd. Şti.

7.Discovery Havacılık Turizm ve Ticaret Ltd. Şti.

8.Dorak Turizm ve Gayrimenkul Yatırımları Holding A.Ş.

9.Ezel Havacılık Rek. İth. İhr. Ve Tic. Ltd. Şti.

10.Göktürk Balonculuk Havacılık Turizm Reklamcılık Ltd. Şti.

11.Gökyüzü Balonculuk Hizmetleri Taş. Tur. Ticaret Ltd. Şti.

12.Göreme Balonculuk Genel Havacılık Rek. Tur. San. Tic. A.Ş.

13.Han Havacılık Balonculuk Turizm Nakliye ve Ticaret Ltd. Şti.

14.Kapadokya Balonculuk Turizm Ticaret Ltd. Şti.

15.Kapadokya Kaya Balonculuk Havacılık Turizm Reklamcılık Ltd. Şti.

16.Le-Co Deri Turizm Ticaret ve Sanayi A.Ş.

17.Lioncox Turizm

18.Maccan Balonculuk Havacılık Tur. Ticaret Ltd. Şti.

19.Mavi Ay Havacılık Tur. İth. İhr. San. ve Tic. Ltd. Şti.

20.Özarslan Balonculuk Havacılık Rek. Tur. Tic. Ltd. Şti.

21.Pelikan Havacılık Organizasyon Tur. Rek. Taş. ve Ticaret Ltd. Şti.

22.Royal Balon ve Havacılık İşletmeleri Tur. Tic. A.Ş.

23.Samanyolu Havacılık Balonculuk Eğt. Tur. İnş. San. ve Tic. Ltd. Şti.

24.Ses Havacılık Balonculuk Eğt. Tur. Tic. A.Ş.

25.Sultan Balonculuk Havacılık Turizm Reklamcılık Ltd. Şti.

26.Sultan Kelebek Turizm San. ve Tic. Ltd. Şti.

27.Şeref Turizm Ticaret Ltd. Şti.

28.THK Gökçen Havacılık İktisadi İşletmesi

29.Uluer Havacılık Turizm ve Ticaret Ltd. Şti.

30.Ürgüp Balonculuk Havacılık Tur. Rek. Ltd. Şti.

The Board launched a full-fledged investigation against Meram Elektrik Dağıtım A.Ş. (13.12.2018; 18-47/731-M).

The Turkish Competition Board (“Board”) re-evaluated the allegation that Meram Elektrik Dağıtım A.Ş. has violated the Article 6 of Law No. 4054 by way of discriminatory behavior during the assessment of the applications for unlicensed electricity generation upon the decision of 4th Administrative Court.

Previously, the relevant conducts were evaluated in the preliminary investigation conducted based on the allegation in question and through its meeting dated 02.03.2016 and decision numbered 16-07/134-60, the Board decided to reject the complaint and refrain from launching a full-fledged investigation. However, relevant Board decision is annulled by the 4th Administrative Court decisions dated 16.07.2018 and numbered 2016/3512.E; 2018/1815 K. and 2016/5542 E.; 2018/1816 K. 

Through its meeting dated 13.12.2018 and the decision numbered 18-47/731-M, the Board decided to launch a full-fledged investigation against Meram Elektrik Dağıtım A.Ş. in order to determine whether the relevant undertaking has violated the Article 6 of the Law No. 4054 by taking into consideration the issues indicated in the relevant court decision.

The Board launched a full-fledged investigation against Google Reklamcılık ve Pazarlama Ltd. Şti., Google International LLC, Google LLC, Google Ireland Limited and Alphabet Inc. (13.12.2018; 18-47/732-M).

The Turkish Competition Board (“Board”) has concluded the preliminary investigation conducted for the purposes of determining whether Google has obstructed the activities of undertakings by abusing its dominant position through the algorithm updates for general search services and Adwords advertisements.

The Board found that the relevant allegations and findings are serious and adequate and through its meeting dated 13.12.2018 and decision numbered 18-47/732-M, decided to launch a full-fledged investigation against the undertakings listed below in order to determine whether they have violated the Article 6 of Law No. 4054:

  • Google Reklamcılık ve Pazarlama Ltd. Şti.,
  • Google International LLC,
  • Google LLC,
  • Google Ireland Limited,
  • Alphabet Inc.

The Board finalized the additional work conducted against Turkcell İletişim Hizmetleri A.Ş. (10.01.2019; 19-03/23-10).

Upon the partial annulment of the Turkish Competition Board’s (“Board”) decision dated 06.06.2011 and numbered 11-34/742-230 with respect to the allegations on re-sale price maintenance by the 13th Council of State’s decision dated 16.10.2017 and numbered E. 2011/4560, K. 2017/2573, the additional work conducted via the Board’s decision dated 31.05.2018 and numbered 18-17/297-M, for the purpose of the fulfillment of the annulment decision, has been finalized. The previous Board decision was rendered as a result of the investigation conducted based on the allegations that Turkcell İletişim Hizmetleri A.Ş. has violated the Articles of 4 and 6 of Law No. 4054 through re-sale price maintenance and exclusivity conduct towards its distributors and dealers.

As a result of the Board’s meeting dated 10.01.2019 and the decision numbered 19-03/23-10, the Board has found that Turkcell İletişim Hizmetleri A.Ş. has violated Article 4 of Law No. 4054 by determining the re-sale prices of phone credits and therefore decided to impose administrative monetary fines on the relevant undertaking.

The Board has initiated a phase II review on the transaction relating to the acquisition of sole control of Embraco, the compressor manufacturing business of Whirlpool Corporation, by Nidec Corporation (20.12.2018; 18-48/744-M).

The transaction relating to the acquisition of sole control of Embraco, the compressor manufacturing business of Whirlpool Corporation, by Nidec Corporation has been taken under a Phase II review through the Turkish Competition Board’s (“Board”) decision dated December 12, 2018 and numbered 18-48/744-M.

The Board launched a full-fledged investigation against DYO Boya Fabrikaları Sanayi ve Ticaret A.Ş. (03.01.2019; 19-02/3-M).

The Turkish Competition Board (“Board”) has concluded the preliminary investigation carried out ex-officio for the purpose of determining whether DYO Boya Fabrikaları Sanayi ve Ticaret A.Ş. has violated the Article 4 of Law No. 4054 by its vertical agreements and conducts.

The Board found that the relevant allegations and findings are serious and adequate, and decided to launch a full-fledged investigation through its meeting dated 03.01.2019 and decision numbered 19-02/3-M against DYO Boya Fabrikaları Sanayi ve Ticaret A.Ş. in order to determine whether the relevant undertaking has violated the Article 4 of Law No. 4054.

The Board pronounced its final decision where it granted an individual exemption to the long-term exclusive agreements for the Passolig system and decided not to initiate a full-fledged investigation against Aktifbank (12.09.2018; 18-31/532-262).

The Board published its reasoned decision on the individual exemption application regarding (i) the Financial Establishment Agreement (“FEA”) concluded between the Turkish Football Federation (“TFF”) and Aktif Yatırım Bankası A.Ş. (“Aktifbank”), (ii) the System Integrator Agreement (“SIA”) executed between TFF and E-Kent Teknoloji ve Ödeme Sistemleri San. ve Tic. A.Ş/Netaş Telekomünikasyon A.Ş. Consortium (“E-Kent/Netaş”), and (iii) the Intermediary Services for Ticket Sales Agreement (“ISTSA”) executed between Aktifbank and the football clubs (together with the FEA and the SIA, referred to hereinafter as the “Agreements”).

For the purposes of its analysis, the Board defined the relevant market as “the market for electronic cards used for the ticket sales of football games,” “the market of intermediary services for the ticket sales of football games,” and “the banking services market,” which are in line with the Board’s previous Passolig decision of dated 26.11.2014 and numbered 14-46/834-375 where the Board had granted an individual exemption to the relevant agreements executed between TFF, Aktifbank and E-Kent/Netaş, and the ISTSA executed between Aktifbank and the football clubs, until the end of the 2016-2017 football season. Although TFF and Aktifbank raised an objection against the Board’s definition of the relevant market as “the market of intermediary services for the ticket sales of football games” and argued for a broader definition encompassing “the provision of intermediary services for the electronic sales of event tickets through a platform” in parallel with the Board’s Biletix decision dated 05.11.2013 and numbered 13-61/851-539, the Board ultimately rejected this argument on the grounds that the supply and demand substitution of intermediary services for football games distinguishes and separates such football-specific services from other events, due to the existence of specific legislative regulations.

In the end, the Board unanimously decided that:

- The FEA and the ISTSA fell under the scope of Article 4 of the Law No. 4054, and that they could not benefit from a negative clearance decision.

- The FEA and the ISTSA did benefit from an individual exemption, since they satisfied all the conditions stipulated under Article 5 of the Law No. 4054.

- A negative clearance decision could be granted to the SIA.

In addition, the Board also examined the alleged tying practices of Aktifbank, and decided that Aktifbank was in a dominant position in the market for “electronic cards used for the ticket sales of football games” and for “intermediary services for the ticket sales of football games.” However, the Board determined that, although Aktifbank tied its credit cards with its electronic cards, both products were also separately available to consumers, and therefore, this practice did not result in the foreclosure of the market for banking services. Furthermore, in terms of football clubs, the Board concluded that it was unlikely that receiving intermediary services from a single undertaking would lead to any competitive concerns. The Board therefore decided not to initiate a full-fledged investigation against Aktifbank.

In its individual exemption analysis, the Board referred to the assessments in its Passolig decision of 2014, which can be summarized as follows: (i) services could be supplied more securely by (a) using the e-card system and electronic ticketing, and (b) implementing security measures in stadiums and creating relevant software databases, (ii) these systems would also lead to more security for football clubs in terms of protection from potential damages that might arise from violent incidents during football matches, (iii) the procurement of such services exclusively from a single supplier would create cost advantages for the football clubs, (iv) utilizing a single integrated system would provide enhanced safety and security in terms of data collection, and enable the monitoring of cardholders for security reasons, (v) multiple system integrators would generate additional costs and hinder the operability and functioning of such a system. To that end, the Board concluded that there were no new developments or changes that would require the Board to alter its previous analysis regarding the Passolig System and stated that the Agreements fulfilled the conditions listed under Article 5/1(a) of the Law No 4054.

Regarding the “consumer benefit” condition of the individual exemption rules, the Board referred to its previous assessments in its Passolig decision of 2014, and concluded that a single integrated system would result in (i) a more secure system, and (ii) cost advantages that would prevent virtual price increases on the tickets stemming from the establishment of multiple systems. All in all, the Board deemed (i) the ability of consumers to procure products at the value/price determined by the football clubs, and (ii) the creation of certain cost advantages, to constitute consumer benefits generated through the investigated practice.

The Board also assessed complaints that the Passolig system (i) had decreased attendance (i.e., spectator numbers) at stadiums, (ii) had not prevented violent incidents, and (iii) had not personalized penalties. The Board concluded that there was no direct causal link between the complaints and the operation of the Passolig system by a single undertaking. The Board stressed that determining whether the prevention of violence in sports had reached its targeted levels or whether penalties were sufficiently personalized were not questions that were in its jurisdiction. Furthermore, the Board decided there were no new developments that would require it to modify its previous analysis on that front. The Board therefore concluded that the Agreements fulfilled the conditions listed within Article 5/1(b) of the Law No. 4054.

As for the Board’s analysis on whether the Agreements eliminated competition within a considerable portion of the relevant market, the Board stated, first of all, that for the system to function in the most effective manner (both financially and technically speaking) under the Law No. 6222 on the Prevention of Violence and Disorder in Sports, the clubs and the federations must work in practice with a single provider. The Board proceeded to say that it is therefore important to ensure that there is competition within the market during the process of determining that provider. In this context, the Board noted that the tenders are publicly held and that competition within the market is secured through this tender process. The Board also stated that the revenues from the Passolig system are not expected to counterbalance or offset the investments for the remaining term of the Agreements, due to the high investment costs of the system, and therefore, exclusivity in the FEA is required to be implemented for the next six (6) football seasons by the date of this decision. The Board further found that, considering the specific requirements of the system, the “market for electronic cards used for the ticket sales of football games” and the “market of intermediary services for the ticket sales of football games” should be considered and examined as a whole. On that note, the Board also took into account that football clubs generally prefer to conclude agreements related to intermediary services for ticket sales with the same undertaking, as Aktifbank is authorized to operate the e-card system exclusively.

Finally, the Board assessed whether the Agreements’ exclusivity clauses restricted competition more than necessary for achieving the goals set out in paragraphs (a) and (b) of Article 5 of the Law No. 4054, and determined that these clauses were necessary for the targeted benefits. To that end, the Board unanimously decided to grant an individual exemption to the Agreements.

The Board approved the transaction regarding the acquisition of sole control over LR Global Holding GmbH which was under the joint control of Quadriga Capital Private Equity Fund IV, L.P.  and The Bregal Fund III L.P  by Quadriga Capital Private Equity Fund IV, L.P. (27.8.2018; 18-29/481-233)

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of sole control over LR Global Holding GmbH which was under the joint control of Quadriga Capital Private Equity Fund IV, L.P.  and The Bregal Fund III L.P  by Quadriga Capital Private Equity Fund IV, L.P.

The Board approved the transaction regarding the acquisition of sole control over KLX Inc. by The Boeing Company (27.8.2018; 18-29/493-244).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of sole control over KLX Inc. by The Boeing Company.

The Board approved the transaction regarding the acquisition of sole control over Gemalto N.V. by Thales S.A. (27.8.2018; 18-29/486-237).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of sole control over Gemalto N.V. by Thales S.A.

The Board approved the transaction regarding the acquisition of sole control by Sonatrach over the Augusta refinery and other ancillary assets owned by Esso Italiana S.r.I (06.09.2018; 18 -30/507-246).

The Competition Board (“Board”) approved the transaction regarding the acquisition of sole control by Sonatrach over the Augusta refinery and other ancillary assets owned by Esso Italiana S.r.I, which is an affiliate of Exxon Mobil Corporation.

The Board approved the transaction regarding the acquisition of sole control over GE Distributed Power Inc., General Electric Austria GmbH and Jenbacher International B.V.

by Advent International Corporation (06.09.2018; 18 -30/509-248).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of sole control over GE Distributed Power Inc., General Electric Austria GmbH and Jenbacher International B.V. together with their respective subsidiaries by Advent International Corporation.

The Board approved the transaction regarding the merger of Suzano Papel e Celulose S.A. with Fibria Celulose S.A. (06.09.2018; 18 -30/514-253).

The Turkish Competition Board (“Board”) approved the transaction regarding the merger of Suzano Papel e Celulose S.A. with Fibria Celulose S.A.

The Board approved the transaction regarding the acquisition of sole control Gist-Broacades International B.V. and DSM Sinochem Pharmaceuticals Pte Ltd. by the funds managed by Bain Capital Investors, LLC. (06.09.2018; 18 -30/515-254)

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of sole control Gist-Broacades International B.V. and DSM Sinochem Pharmaceuticals Pte Ltd. by the funds managed by Bain Capital Investors, LLC.

The Board approved the transaction regarding the acquisition of sole control over Shire Plc. by Takeda Pharmaceutical Company Limited (06.09.2018; 18 -30/517-256).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of sole control over Shire Plc. by Takeda Pharmaceutical Company Limited.

The Board approved the transaction regarding the acquisition of sole control over Container Finance Ltd Oy by CMA CGM S.A. (12.09.2018; 18-31/530-261).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of sole control over Container Finance Ltd Oy by CMA CGM S.A.

The Board approved the transaction regarding the acquisition of joint control over Terratec Ltd. by JIM Technology Corporation and Terratec Group Inc.. (12.09.2018; 18-31/529-260).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of joint control over Terratec Ltd. (which was solely controlled by Terratec Group Inc.) by JIM Technology Corporation and Terratec Group Inc..

The Board approved the transaction regarding the acquisition by Compagnie Générale des Etablissements Michelin – the holding company of Michelin group - of all of the issued and outstanding equity of Camso Inc. and its subsidiaries (17.10.2018; 18-39/625-304).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition by Compagnie Générale des Etablissements Michelin – the holding company of Michelin group - of all of the issued and outstanding equity of Camso Inc. and its subsidiaries.

The Board granted individual exemption to the Distributorship Agreement signed between Mey İçki Sanayi ve Ticaret A.Ş. and Gram Gıda ve Tekel Maddeleri A.Ş.( 19.9.2018; 18-33/547-270).

The Turkish Competition Board (“Board”) decided that the standard Distributorship Agreement signed between Mey İçki Sanayi ve Ticaret A.Ş. and Gram Gıda ve Tekel Maddeleri A.Ş., related to whiskey, wine, liquor, tequila, rum products, benefits from the block exemption in scope of the Block Exemption Communiqué on Vertical Agreements No. 2002/2. In addition, the Board decided to grant individual exemption to the Distributorship Agreement regarding raki, vodka, gin products, since it was evaluated that all of the conditions set out under the Article 5 of Law No 4054 on the Protection of Competition are met.

The Board approved the transaction regarding the acquisition of sole control over Danske Commodities A/S by Equinor Refining Norway AS (26.09.2018; 18-34/561-276).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of sole control over Danske Commodities A/S by Equinor Refining Norway AS.

The Board approved the transaction regarding the acquisition of sole control of film and television studios, cable entertainment networks, and international television businesses of Twenty-First Century Fox, Inc. by The Walt Disney Company (04.10.2018; 18-37/595-290).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of sole control of the film and television studios, cable entertainment networks, and international television businesses of Twenty-First Century Fox, Inc. by The Walt Disney Company.

The Board approved the transaction regarding the establishment of a joint venture, jointly controlled by EQT VI Limitedand EQT Fund Management S.à r.l and Widex Holding A/S (4.10.2018; 18-37/589-288).

The Turkish Competition Board (“Board”) approved the transaction regarding the establishment of a joint venture which, jointly controlled by EQT VI Limitedand EQT Fund Management S.à r.l and Widex Holding A/S and combining the activities of Sivantos Pte. Ltd. and Widex A/S and their respective subsidiaries under a newly incorporated entity.

The Board approved the transaction regarding the acquisition of sole control of Sanyo Special Steel Co., Ltd. by Nippon Steel & Sumitomo Metal Corporation (04.10.2018; 18-37/596-291).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of sole control of Sanyo Special Steel Co., Ltd. by Nippon Steel & Sumitomo Metal Corporation.

The Board approved the transaction regarding the acquisition of a certain amount of equity stake of MaxamCorp Holding S.L. by Rhone Capital L.L.C. (04.10.2018; 18-37/586-287).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of certain amount of equity stake of MaxamCorp Holding S.L. by Prill Holdings S.a.r.l which is a subsidiary of Rhone Capital L.L.C.

The Board approved the transaction regarding the acquisition of all the rights and interest in Shoal Creek mine by Peabody Energy Corporation (08.11.2018; 18-42/663-324).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of all the rights and interest in Shoal Creek mine by Peabody Energy Corporation, through its wholly owned indirect subsidiary, Peabody Southeast Mining LLC.

The Board approved the transaction regarding the acquisition of sole control over Lansing Trade Group LLC by The Andersons Inc. (08.11.2018; 18-42/665-326).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of sole control over Lansing Trade Group LLC by The Andersons Inc.

The Board approved the transaction regarding the acquisition of sole control over Unifeeder A/S by DP World Investments B.V. (08.11.2018; 18-42/666-327).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of sole control over Unifeeder A/S by DP World Investments B.V.

The Board approved the transaction regarding the acquisition of control of BDP International, Inc. by the funds owned by Greenbriar Holdings IV, L.L.C. (15.11.2018; 18-43/680-333).

The Turkish Competition Board (“Board”) approved the transaction regarding the acquisition of control of BDP International, Inc. by the funds owned by Greenbriar Holdings IV, L.L.C.

The Board has pronounced its final decision on the full-fledged investigation conducted against TTNET A.Ş. (27.08.2018; 18-29/497-238).

The Turkish Competition Board (“Board”) recently pronounced its final decision regarding the full-fledged investigation conducted against TNET A.Ş. in order to determine whether it has abused Article 6 of the Law No. 4054 on Protection of Competition (“Law No. 4054”) by way of offering packages including pay TV services with fixed broad band internet services.

As the result of the full–fledged investigation, through its meeting dated 27.08.2018 and decision numbered 18-29/497-238, the Board decided that; TTNET A.Ş. is in a dominant position in the market for fixed broad band internet services but however did not violate the Article 6 of Law No. 4054. Therefore, the Board concluded that there is no need to impose any administrative monetary fines on the relevant undertaking. Nevertheless the Board decided to send an opinion to Information Technologies and Communications Authority stating that implementing the principles related to multicast tariff access obligation imposed on Telekomünikasyon A.Ş. pursuant  to Information Technologies and Communication Board’s decision dated 11.01.2013 and 2013/DKSRD/29 will contribute to establishment of effective competition in the market.

The Board pronounced its final decision on the full-fledged investigation conducted against Mercedes-Benz Türk A.Ş. (27.08.2018; 18-29/498-239).

The Turkish Competition Board (“Board”) recently pronounced its final decision regarding the full-fledged investigation conducted against Mercedes-Benz Türk A.Ş. in order to determine whether it has abused Article 6 of the Law No. 4054 on Protection of Competition (“Law No. 4054”) through the agreements concluded with concrete pump manufacturers and the rebate systems implemented towards the relevant manufacturers.

As the result of the full–fledged investigation, through its meeting dated 27.08.2018 and decision numbered 18-29/498-239, the Board decided that; Mercedes-Benz Türk A.Ş. did not violate the Article 6 of Law No. 4054; therefore, concluded that there is no need to impose any administrative monetary fines on the relevant undertaking.

The Board pronounced its final decision on the full-fledged investigation conducted against Google LLC, Google International LLC and Google Reklamcılık ve Pazarlama Ltd. Şti. (19.09.2018; 18-33/555-273).

The Turkish Competition Board (“Board”) recently pronounced its final decision regarding the full-fledged investigation conducted against the economic entity comprised of Google LLC, Google International LLC and Google Reklamcılık ve Pazarlama Ltd. Şti. in order to determine whether the economic entity’s behaviors related to mobile operating system and mobile application and service delivery and the agreements executed with equipment manufacturers are in violation of the Law No. 4054 on Protection of Competition (“Law No. 4054”).

Through its meeting dated 19.09.2018 and decision numbered 18-33/555-273, the Board decided that;

  • The economic unity consisting of Google LLC, Google International LLC and Google Reklamcılık ve Pazarlama Ltd. Şti. holds a dominant position in the “licensable mobile operating systems” market;
  • The economic unity consisting of Google LLC, Google International LLC and Google Reklamcılık ve Pazarlama Ltd. Şti. has violated Article 6 of Law No. 4054;
  • To impose an administrative monetary fine against Google LLC, Google International LLC and Google Reklamcılık ve Pazarlama Ltd. Şti. (conjointly) in the amount of TL 93,083,422.30;
  • to send an opinion to the economic unity indicating that even though the requirements regarding other Google applications within Mobil Application Distributorship Agreement (“MADA”) do not violate Law No. 4054, Google should include an explicit provision in all MADAs, stating that the pre-installation of competing applications along with Google applications on devices will not be restricted or limited; in order to ensure that other device manufacturers who sign the agreement are properly informed and to prevent any potential competition law concerns that may occur in the future;
  • To impose certain obligations on the economic unity of Google to terminate the infringement and restore effective competition in the market;
  • Amendments to be made in the agreements pursuant to the indicated obligations should be submitted the Competition Authority within 6 months after the reasoned decision is served.

The Board launched a full-fledged investigation against UCTEA (The Chamber of Electrical Engineers) (06.09.2018; 18-30/505-M).

The Turkish Competition Board (“Board”) has concluded the preliminary investigation conducted based on the allegations that UCTEA The Chamber of Electrical Engineers Provincial Representative Office of Konya has violated the Article 4 of Law No. 4054 on Protection of Competition (“Law No. 4054”) by its commission decision.

The Board found that the relevant allegations and findings are serious and adequate, and decided to launch a full-fledged investigation through its meeting dated 06.09.2018 and decision numbered 18-30/505-M against UCTEA (The Chamber of Electrical Engineers) in order to determine whether the relevant undertaking has violated the Article 4 of Law No. 4054.

The Board launched a full-fledged investigation against Baymak Makina San. ve Tic. A.Ş.  (06.09.2018; 18-30/523-M).

The Turkish Competition Board (“Board”) has concluded the preliminary investigation conducted based on the allegations that Baymak Makina San. ve Tic. A.Ş. has violated Law No. 4054 on Protection of Competition (“Law No. 4054”) by its vertical agreements executed with the distributors and other practices.

The Board found that the relevant allegations and findings are serious and adequate, and decided to launch a full-fledged investigation through its meeting dated 06.09.2018 and decision numbered 18-30/523-M against Baymak Makina San. ve Tic. A.Ş. in order to determine whether the relevant undertaking have violated of the Article 4 of Law No. 4054.

The Board pronounced its final decision on the full-fledged investigation conducted against Türk Henkel Kimya Sanayi ve Ticaret A.Ş. (19.09.2018; 18-33/556-274).

The Turkish Competition Board (“Board”) recently pronounced its final decision regarding the full-fledged investigation conducted against Türk Henkel Kimya Sanayi ve Ticaret A.Ş. in order to determine whether the relevant undertaking has violated the Article 4 of Law No. 4054 on Protection of Competition (“Law No. 4054”) by way of resale price maintenance conducts.

Through its meeting dated 19.09.2018 and decision numbered 18-33/556-274; the Board unanimously decided that Türk Henkel Kimya Sanayi ve Ticaret A.Ş. violated the Article 4 of Law No. 4054 via maintaining the resale price of its products. Therefore, the Board unanimously decided to impose administrative monetary fines on the relevant undertaking in the amount of TL 6.944.931,02.

The Board launched a full-fledged investigation against BP Petrolleri A.Ş., OPET Petrolcülük A.Ş., Petrol Ofisi A.Ş. and Shell & Turcas Petrol A.Ş. (27.08.2018; 18-29/484-M).

The Turkish Competition Board (“Board”) has concluded the preliminary investigation conducted based on the allegations that BP Petrolleri A.Ş., OPET Petrolcülük A.Ş., Petrol Ofisi A.Ş. and Shell & Turcas Petrol A.Ş. have violated the Article 4 of  Law No. 4054 on Protection of Competition (“Law No. 4054”) by their conducts towards their distributors.

The Board found that the relevant allegations and findings are serious and adequate, and decided to launch a full-fledged investigation through its meeting dated 27.08.2018 and decision numbered 18-29/484-M against BP Petrolleri A.Ş., OPET Petrolcülük A.Ş., Petrol Ofisi A.Ş. and Shell & Turcas Petrol A.Ş. in order to determine whether the relevant undertaking have violated of the Article 4 of Law No. 4054.

The Board pronounced its final decision on the full-fledged investigation conducted against Roche Müstahzarları San. A.Ş. (26.09.2018; 18-34/577-283).

The Turkish Competition Board (“Board”) recently pronounced its final decision regarding the full-fledged investigation conducted against Roche Müstahzarları San. A.Ş. in order to determine whether the relevant undertaking has violated the Law No. 4054 on Protection of Competition (“Law No. 4054”) by way of stipulating pharmaceutical warehouses to sign the agreement that includes export prohibition clause, refusal of supply conducts towards the complainant who did not accept the relevant condition and putting pressure on other pharmaceutical warehouses for not selling Roche products to the complainant.

The full-fledged investigation was initiated based on the annulment of the Board’s decision on the case file, dated 17.06.2010 and numbered 10-44/785-262, upon the 13th Council of State’s decision dated 16.12.2016 and numbered 2010/4617 E., 2016/4241 K.

As the result of the full–fledged investigation, through its meeting dated 26.09.2018 and decision numbered 18-34/577-283, the Board decided that; Roche Müstahzarları San. A.Ş. did not violate the Law No. 4054 and therefore there is no need to impose any administrative monetary fines on the relevant undertaking.

The Board pronounced its final decision on the full-fledged investigation conducted against Sahibinden Bilgi Teknolojileri Paz. ve Tic. A.Ş. (01.10.2018; 18-36/584-285).

The Turkish Competition Board (“Board”) recently pronounced its final decision regarding the full-fledged investigation conducted against Sahibinden Bilgi Teknolojileri Paz. ve Tic. A.Ş. in order to determine whether the relevant undertaking has violated the Article 6 of Law No. 4054 on Protection of Competition (“Law No. 4054”) by excessive pricing conducts in the markets for online platform services towards vehicle and estate sale / rental services.

Through its meeting dated 19.09.2018 and decision numbered 18-33/556-274; the Board unanimously decided that Sahibinden Bilgi Teknolojileri Paz. ve Tic. A.Ş. is in dominant position in the online platform services towards vehicle sale services market and online platform services towards estate sale / rental services. In addition, the Board decided that Sahibinden Bilgi Teknolojileri Paz. ve Tic. A.Ş. abused its dominant position and violated the Article 6 of Law No. 4054 by way of excessive pricing conduct in the relevant markets. As a result, the Board decided to impose administrative monetary fines on the relevant undertaking in the amount of TL 10.680.425,98.

The Board has pronounced its final decision on the phase-II review regarding the transaction concerning the merger of Luxottica Group S.p.A. and Essilor International S.A. (01.10.2018, 18-36/585-286).

The Turkish Competition Board (“Board”) has pronounced its final decision on the Phase II review which has launched by way of the Board’s decision dated 10.10.2017 and numbered 17-31/523-M regarding the transaction concerning the merger of Luxottica Group S.p.A. and Essilor International S.A.

As the result of the Phase II Review, the Board has unanimously decided through its meeting dated 01.10. 2018 and decision numbered 18-36/585-286 that;

  1. The notified transaction is subject to the approval of the Competition Board pursuant to Article 7 of Law No. 4054 on the Protection of Competition and Communiqué No. 2010/4 on the Mergers and Acquisitions Subject to the Approval of the Competition Board,
  1. Pursuant to the Article 7 of the Law No. 4054, as the notified transaction would result in the creation or strengthening of a dominant position within the meaning of the same article, and significantly impede competition in the market, the notified transaction cannot be approved in scope of Article 7 of Law No. 4054,
  1. Notwithstanding the foregoing, the notified transaction would be conditionally approved, in scope of the commitment package submitted to the records of the Competition Authority dated 14.09.2018 and numbered 6707 which included structural commitments concerning the divestiture of Merve Optik Sanayi ve Ticaret A.Ş. (which includes the merged entity not to acquire the rights of distribution of the brands subject to the license agreement between Merve Optik Sanayi ve Ticaret A.Ş. and Marcolin S.p.A.) and the behavioral commitments, only if following excerpt from the page 9, first paragraph of the Commitment Text is removed: “notwithstanding the behavioral commitment set out above regarding tying, the Parties would remain free to implement tied sales of different products when requested by opticians. Similarly
  1. The behavioral commitments will be re-evaluated by the Competition Board at the end of the three-year period.
  1. The divestiture of Merve Optik Sanayi ve Ticaret A.Ş. is a condition and other behavioural factors within the commitment are obligations in terms of the approval decision, the approval will be deemed invalid and Article 16 of the Law No. 4054 will be applicable in case the obligation is not duly fulfilled or not fulfilled at all during the foreseen period and the administrative monetary fine foreseen under Article 17 of the Law No. 4054 will be applicable in terms of the parties in case the obligations are violated.

The Board pronounced its final decision on the full-fledged investigation conducted against Bereket Enerji Grubu A.Ş., Gediz Enerji Yatırımları A.Ş., Aydem Elektrik Perakende Satış A.Ş., ADM Elektrik Dağıtım A.Ş., Gediz Elektrik Perakende Satış A.Ş. and GDZ Elektrik Dağıtım A.Ş. (01.10.2018; 18-36/584-285).

The Turkish Competition Board (“Board”) recently pronounced its final decision regarding the full-fledged investigation conducted against Bereket Enerji Grubu A.Ş., Gediz Enerji Yatırımları A.Ş., Aydem Elektrik Perakende Satış A.Ş., ADM Elektrik Dağıtım A.Ş., Gediz Elektrik Perakende Satış A.Ş. and GDZ Elektrik Dağıtım A.Ş. in order to determine whether the relevant undertakings have violated the Article 6 of Law No. 4054 on Protection of Competition (“Law No. 4054”) by obstructing the activities of independent suppliers, preventing the customers’ right to choose their own suppliers with their various conducts.

The Board decided through its meeting dated 01.10.2018 and decision numbered 18-36/583-284 that;

  1. GDZ Elektrik Dağıtım A.Ş. and ADM Elektrik Dağıtım A.Ş. are in dominant position in electricity distribution services relevant market respectively in Gediz electricity distribution region and Aydem electricity distribution region,
  1. Gediz Elektrik Perakende Satış A.Ş. and Aydem Elektrik Perakende Satış A.Ş. are in dominant position in “retail sale of electric energy made to the customers who are below the free customer limit”, “retail sale of electricity to industrial customers who are connected to the system from distribution level”, “retail sale of electricity made to business customers” and “retail sale of electricity made to residential customers” markets.
  1. Gediz Elektrik Perakende Satış A.Ş. and Aydem Elektrik Perakende Satış A.Ş. have violated the Article 6 of Law No. 4054 by abusing their dominant positions through their conducts and applications,
  1. to impose administrative monetary fine over the annual turnover determined by the Board for the financial year of 2017 to Aydem Elektrik Perakende Satış A.Ş. in the amount of TL 19.433.652,71 and Gediz Elektrik Perakende Satış A.Ş. in the amount of TL 25.696.400,76, pursuant to Article 16(3) of the Law No. 4054 and Articles 5(1)(b), 5(2) and 5(3)(a) of “Regulation on Monetary Fines for Restrictive Agreements, Concerted Practices, Decisions and Abuses of Dominance”,
  1. Gediz Elektrik Perakende Satış A.Ş. and Aydem Elektrik Perakende Satış A.Ş.should terminate the conducts that are in violation of competition law in scope of the Article 9 (1) of Law No. 4054.
  1. GDZ Elektrik Dağıtım A.Ş., ADM Elektrik Dağıtım A.Ş., Bereket Enerji Grubu A.Ş. and GDZ Enerji Yatırımları A.Ş. did not violate the Article 6 of Law No. 4054, therefore there is no need to impose any administrative monetary fines on the relevant undertakings.

The Board launched a full-fledged investigation against Türk Telekomünikasyon A.Ş. (19.09.2018; 18-33/545-M).

The Turkish Competition Board (“Board”) has concluded the preliminary investigation conducted based on the allegations that Türk Telekomünikasyon A.Ş. has violated the Article 6 of  Law No. 4054 on Protection of Competition (“Law No. 4054”) by its conducts related to connection time and connection prices in the supply of wholesale leased line services.

The Board found that the relevant allegations and findings are serious and adequate, and decided to launch a full-fledged investigation through its meeting dated 19.09.2018 and decision numbered 18-33/545-M against Türk Telekomünikasyon A.Ş. in order to determine whether the relevant undertaking has violated of the Article 6 of Law No. 4054

The Board pronounced its final decision on the full-fledged investigation conducted against Radontek Medikal İthalat İhracat San. ve Tic. Ltd. Şti. (11.10.2018; 18-38/617-298).

The Turkish Competition Board (“Board”) recently pronounced its final decision regarding the full-fledged investigation conducted against Radontek Medikal İthalat İhracat San. ve Tic. Ltd. Şti. in order to determine whether the relevant undertaking has violated the Article 6 of Law No. 4054 on Protection of Competition (“Law No. 4054”) by abusing its dominant position in Accuray branded CyberKnife titled radiotherapy devices and spare parts and maintenance repair markets.

As the result of the full–fledged investigation, through its meeting dated 11.10.2018 and decision numbered 18-38/617-298, the Board decided that;

  • Radontek Medikal İthalat İhracat Sanayi ve Ticaret Ltd. Şti is in dominant position in “Cyberknife brand linear accelerator device”, “spare parts for Cyberknife brand linear accelerator device” and “maintenance repair for Cyberknife brand linear accelerator device” markets.

  • Radontek Medikal İthalat İhracat Sanayi ve Ticaret Ltd. Şti. has violated the Article 6 of Law No. 4054 by indirectly refusing to supply, therefore;
  • to impose administrative monetary fine over the annual turnover determined by the Board for the financial year of 2017 to the relevant undertaking in the amount of TL 248.548,62, pursuant to Article 16(3) of the Law No. 4054 and Articles 5(1)(b) and 5(2) of “Regulation on Monetary Fines for Restrictive Agreements, Concerted Practices, Decisions and Abuses of Dominance”.

The Board pronounced its final decision on the full-fledged investigation conducted against

Çelebi Bandırma Uluslararası Limanı İşletmeciliği A.Ş. (11.10.2018; 18-38/618-299).

The Turkish Competition Board (“Board”) recently pronounced its final decision regarding the full-fledged investigation conducted against Çelebi Bandırma Uluslararası Limanı İşletmeciliği A.Ş.  in order to determine whether the relevant undertaking has violated the Article 6 of Law No. 4054 on Protection of Competition (“Law No. 4054”) by imposing excessive pricing on the undertakings active in the Ro-Ro transportation for its port services.

In light of all the evidences, information and documents collected, investigation report, written defenses, explanations at the oral hearing meeting, the Board unanimously decided through its meeting dated 11.10.2018 and decision numbered 18-42/670-329 that;

  1. Çelebi Bandırma Uluslararası Limanı İşletmeciliği A.Ş. is in dominant position in the market for “port services towards ro-ro vessels” comprising “Aegean, South Marmara and west of Central Anatolia” in the context of the ro-ro lines between North Marmara and South Marmara;
  1. However, Çelebi Bandırma Uluslararası Limanı İşletmeciliği A.Ş. did not violate the Article 6 of Law No. 4054, therefore there is no need to impose any administrative monetary fines on the relevant undertaking under the Article 16.

The Board pronounced its final decision on the full-fledged investigation conducted against Association of Turkish Travel Agencies, TÜRSAB Seyahat Acentaları Hizmetleri Tic. Ltd. Şti., Turser-Tursav Servis Sigorta Acenteliği Ltd. Şti. and Gulf Sigorta A.Ş. (17.10.2018; 18-39/631-306).

The Turkish Competition Board (“Board”) recently pronounced its final decision regarding the full-fledged investigation conducted against Association of Turkish Travel Agencies, TÜRSAB Seyahat Acentaları Hizmetleri Tic. Ltd. Şti., Turser-Tursav Servis Sigorta Acenteliği Ltd. Şti. and Gulf Sigorta A.Ş. in order to determine whether Association of Turkish Travel Agencies has violated the Law No. 4054 on Protection of Competition (“Law No. 4054”) by obligating the agencies which organize Hajj and Umrah travels to purchase mandatory package tour insurances from its subsidiary, engaging in discriminatory behavior by collecting handling fees from certain agencies, while not collecting from others and stipulating the purchase of transport and catering services in Saudi Arabia from the undertaking it has determined.

As the result of the full–fledged investigation, through its meeting dated 17.10.2018 and decision numbered 18-39/631-306, the Board decided that;

  • Association of Turkish Travel Agencies has violated the Article 4 of Law No. 4054 by obligating the agencies which organize Hajj and Umrah travels to purchase mandatory package tour insurances from the undertaking that is its subsidiary
  • Therefore, to impose administrative monetary fine over the annual turnover determined by the Board for the financial year of 2017 on Association of Turkish Travel Agencies in the amount of TL 521.679,18, pursuant to Article 16(3) of the Law No. 4054 and Articles 5(1)(b), 5(2) and 5(3)(a) of “Regulation on Monetary Fines for Restrictive Agreements, Concerted Practices, Decisions and Abuses of Dominance”, the Board unanimously decided to impose an administrative monetary fine over the annual turnover determined by the Board for the financial year of 2017 to;
  • the transaction regarding the acquisition of Turins Sigorta A.Ş. by Gulf Sigorta A.Ş. is not subject to the mandatory filing in scope of Communiqué No. 2010/4 on the Mergers and Acquisitions Subject to the Approval of the Competition Board, therefore there is no need to take action regarding the relevant acquisition;
  • “Exclusive Distribution/Agency Agreement” that is signed between Turins Sigorta A.Ş. and Turser-Tursav Servis Sigorta Acenteliği Ltd. Şti. on June 7th, 2016 and still valid between Gulf Sigorta A.Ş. and Turser-Tursav Servis Sigorta Acenteliği Ltd. Şti. benefit from the block exemption falls under the scope of the Block Exemption Communiqué on Vertical Agreements No. 2002/2; and
  • TÜRSAB Seyahat Acentaları Hizmetleri Tic. Ltd. Şti., Turser-Tursav Servis Sigorta Acenteliği Ltd. Şti. and Gulf Sigorta A.Ş. did not violate the Law No. 4054, therefore there is no need to impose administrative monetary fine on these undertakings.

The Board launched a full-fledged investigation against Aegean Container Shippers Association and 10 member undertakings (19.09.2018, 18-33/549-M and 01.11.2018;18-41/660-M ).

The Turkish Competition Board (“Board”) has concluded the preliminary investigation conducted based on the allegations that Aegean Container Shippers Association and its members

has violated the Article 4 of Law No. 4054 on Protection of Competition (“Law No. 4054”) by way of determining prices.

The Board found that the relevant allegations and findings are serious and adequate, and decided to launch a full-fledged investigation through its decision dated 19.09.2018 and 18-33/549-M and the decision 01.11.2018 and numbered 18-41/660-M against the undertakings listed below in order to determine whether the relevant undertaking has violated the Article 4 of Law No. 4054:

  1. Arma Grp Loj. Tur. Tic. Ltd. Şti.
  2. Çardak Kardeşler Nak. Tic. Ltd. Şti.
  3. Ege Konteyner Nakliyecileri Derneği
  4. Fuat Taşımacılık Otomotiv. San. ve Tic. Ltd. Şti.
  5. Karataş Lojistik Kerem Karataş
  6. Öztürk Kırşehir Nak. Ulus. Taş. İnş. Turz. San. ve Tic. Ltd. Şti.
  7. Seçkinler Loj. Nak. Gıd. ve Kom. Ltd. Şti.
  8. Serhat Loj. Müm. Güm. Nak. Tic. Ltd. Şti.
  9. Ulupınar Nakliyat ve Orman Ürünleri Tic. ve San. Ltd. Şti.
  10. Pantrans Uluslararası Deniz ve Kara Taş. Ltd. Şti.
  11. Yanardağ Lojistik A.Ş.

The Board pronounced its final decision on the full-fledged investigation conducted against Turkcell İletişim Hizmetleri A.Ş., Vodafone Telekomünikasyon A.Ş. ve TT Mobil İletişim Hizmetleri A.Ş. (08.11.2018; 18-42/670-329).

The Turkish Competition Board (“Board”) recently pronounced its final decision regarding the full-fledged investigation conducted against Turkcell İletişim Hizmetleri A.Ş., Vodafone Telekomünikasyon A.Ş. and TT Mobil İletişim Hizmetleri A.Ş. in order to determine whether the relevant undertakings have violated the Article 6 of Law No. 4054 on Protection of Competition (“Law No. 4054”) by way of obstructing the competitors’ activities by giving offers lower than the short message termination prices in short message tenders.

In light of all the evidences, information and documents collected, investigation report and written defenses, the Board unanimously decided in its meeting dated 08.11.2018 and decision numbered 18-42/670-329 that;

  • Turkcell İletişim Hizmetleri A.Ş., Vodafone Telekomünikasyon A.Ş. and TT Mobil İletişim Hizmetleri A.Ş. are in dominant position respectively in “market for SMS termination services in Turkcell network”, “market for SMS termination services in Vodafone network” and “market for SMS termination services in TT Mobil network”
  • On the other hand, Turkcell İletişim Hizmetleri A.Ş., Vodafone Telekomünikasyon A.Ş. ve TT Mobil İletişim Hizmetleri A.Ş. did not violate the Article 6 of Law No. 4054; therefore there is no need to impose any administrative monetary fines on these relevant undertakings under Article 16.

The Board pronounced its final decision on the full-fledged investigation conducted against Sodexo Avantaj ve Ödüllendirme Hizmetleri A.Ş., Edenred Kurumsal Çözümler A.Ş., Network Servisleri A.Ş., Multinet Kurumsal Hizmetler A.Ş., Winwin Hizmet Yönetimi Sanayi ve Ticaret A.Ş. and Set Kurumsal Hizmetler A.Ş.  (15.11.2018; 18-43/694-339).

The Turkish Competition Board (“Board”) recently pronounced its final decision regarding the full-fledged investigation conducted against Sodexo Avantaj ve Ödüllendirme Hizmetleri A.Ş., Edenred Kurumsal Çözümler A.Ş., Network Servisleri A.Ş., Multinet Kurumsal Hizmetler A.Ş., Winwin Hizmet Yönetimi Sanayi ve Ticaret A.Ş. and Set Kurumsal Hizmetler A.Ş.  in order to determine whether the relevant undertakings have violated the Law No. 4054 on Protection of Competition (“Law No. 4054”).

In light of all the evidences, information and documents collected, investigation report, written defenses, explanations at the oral hearing meeting; the Competition Board rendered its final decision set forth below in the Board’s meeting dated 15.11.2018 and decision numbered 18-43/694-339;

  • The Board unanimously concluded that Sodexo Avantaj ve Ödüllendirme Hizmetleri A.Ş., Edenred Kurumsal Çözümler A.Ş. and Network Servisleri A.Ş., an entity established by these undertakings, violated Article 4 of the Law No. 4054 through their activities causing coordination,
  • Therefore, pursuant to Article 16(3) of the Law No. 4054 and Articles 5(1)(b), 5(2), 5(3)(b), 6(1) and 7(1) of “Regulation on Monetary Fines for Restrictive Agreements, Concerted Practices, Decisions and Abuses of Dominance”, the Board unanimously decided to impose an administrative monetary fine over the annual turnover determined by the Board for the financial year of 2017 to;
  • Sodexo Avantaj ve Ödüllendirme Hizmetleri A.Ş. in the amount of TL 3,207,702.79
  • Edenred Kurumsal Çözümler A.Ş. in the amount of TL 3,919,367.39
  • Network Servisleri A.Ş. in the amount of TL 624,038.41
  • The Board unanimously concluded that Multinet Kurumsal Hizmetler A.Ş., Set Kurumsal Hizmetler A.Ş., Winwin Hizmet Yönetimi Sanayi ve Ticaret A.Ş. did not violate the Law No. 4054 and therefore there is no need to impose an administrative monetary fine on the relevant undertakings,
  • The Board unanimously decided to send an opinion to the Ministry of Finance regarding the potential inconveniences in the application of Law No. 4054 that could result from the difference between the accounting methods of the undertakings active in the meal cards sector.

The Board published the reasoned decision on the preliminary investigation conducted against Frito Lay Gıda San. Tic. A.Ş. (12.06.2018, 18-19/329-163).

The Turkish Competition Board (“Board”) published the reasoned decision on the preliminary investigation conducted against Frito Lay Gıda San. Tic. A.Ş. (“Frito Lay”) based on the allegations of the complainant, who was a former sales chief of Frito Lay, that the relevant undertaking has violated the Law No. 4054 on the Protection of Competition (“Law No. 4054”) by excluding its competitors and engaging in exclusivity practices.

Frito Lay is a Turkish subsidiary of Pepsi Co. Int. (“PepsiCo”). Frito Lay is active in packaged chips market through its Lay’s, Ruffles, Doritos, Cheetos, A la Turca, Çerezza brands and active sugared products market through its Rocco brand.

In its evaluation on the relevant product market definition, the Board stated that, in line with its previous decisions in the same sector, the relevant product market could be defined as the “packaged chips market,” in which Frito Lay is active in Turkey. Furthermore, the Board provided general information on the packaged chips market and stated that the market in question could be characterised as a tight oligopoly market, where the sales are mostly conducted by Frito Lay (through its Lay’s, Ruffles, Doritos, Cheetos, A la Turca, and Çerezza brands) and DOĞUŞ (through its Patos, Cipso, Chips Master, and Çerezos brands) in Turkey. The Board also defined the relevant geographic market as “Turkey.”

The Board's Substantial Assessment

The Board began its assessment by stating that the complainant mainly alleged that Frito Lay had engaged in de facto exclusivity practices through granting certain incentives to sales points, including discounts. In this regard, the Board found that the complainant had failed to provide sufficient evidence to support its exclusivity allegations and that the documents collected during the on-site inspections conducted at Frito Lay’s premises did not support or substantiate exclusivity allegations either. On the other hand, the Board also declared that the fact that Frito Lay had granted various incentives to sales points and distributors (including discounts) necessitated a more detailed analysis as to whether Frito Lay’s practices had led to de facto exclusivity in the relevant market.

Furthermore, the Board asserted that, since one of the documents collected during the on-site inspection implied that Frito Lay had intervened in distributors’ resale prices and given that the Board had previously examined resale price maintenance (“RPM”) allegations against Frito Lay in 2017, a separate examination should be conducted as to whether Frito Lay had engaged in RPM practices. Accordingly, the Board reviewed the complainant’s allegations under two separate categories, namely: (i) abuse of dominance through de facto exclusivity behaviours and rebate systems, and (ii) RPM practices implemented through handheld terminals.

As for the evaluation on the issue of dominant position, the Board did not provide a precise assessment as to whether Frito Lay enjoyed a dominant position in the market, and opted to directly proceed with the examination of the relevant practices.

Assessment on de facto exclusivity and rebate systems

Before examining the specific allegations of the complainant, the Board provided some theoretical background on the subject matter and referred to its landmark decisions involving rebate systems. The Board first noted that, under the Guidelines on the Assessment of Exclusionary Abusive Conduct by Dominant Undertakings (“Guidelines on Dominant Undertakings”), rebate systems are considered to be an important tool for increasing efficiency and consumer welfare, as well as fuelling competition among undertakings by lowering prices, increasing output and product diversity, reducing transaction costs resulting from the purchase of individual products, and preventing or reducing the “free-rider” problem. In this regard, the Board observed that, in case such discounts are granted by undertakings holding a dominant position in the relevant market, these may cause de facto or potential exclusionary effects in the market. Accordingly, the Board declared that a dominant undertaking may create de facto exclusivity and foreclose the market by preventing or hindering its competitors' access to the essential channels, thereby restricting its competitors' ability to appear as effective competitors against the dominant undertaking.

The Board then proceeded to assess the complainant’s allegations, by first stating that the agreements concluded between Frito Lay and its distributors did not contain any exclusivity clauses. The Board also noted that the documents collected during the on-site inspections did not imply or suggest that Frito Lay had engaged in exclusivity or exclusionary practices in the relevant market.

On the other hand, the Board observed that Frito Lay established sales objectives for its sales points and granted certain incentives (such as discounts, free products, display prices and stands) to the sales points in order to entice them to attain these objectives. In this regard, the Board concluded that it was necessary to carry out a more detailed analysis as to whether Frito Lay’s strategy had an effect of de facto exclusivity and market foreclosure in the relevant market.

In its detailed analysis, the Board first noted that Frito Lay’s strategy enabled the salespersons of Frito Lay's distributors to receive higher premiums if they reached the relevant sales objectives, and thus, the system increased the employees' motivation to attain the objectives and increase their sales. In this regard, the Board first compared Frito Lay’s growth objectives to the general growth level in the relevant market in order to assess whether Frito Lay’s practices had had an effect in the market. Accordingly, the Board concluded that Frito Lay’s growth objectives were not significantly different from the general growth level in the market. The Board also conducted a separate analysis regarding the İzmir market, where Frito Lay had established higher growth targets compared to other regions. To that end, the Board determined that (i) Frito Lay’s growth objectives had only been applied for a relatively short period of time (5 months), (ii) Frito Lay had not implemented such an elevated growth objective before 2018, and (iii) there had been successful new entries into the market. Based on all these considerations, the Board ultimately concluded that that there were no grounds or factors leading the Board to initiate a full-fledged investigation against Frito Lay in connection with its rebate systems.

Assessment on the resale price maintenance

As for the allegations that Frito Lay had engaged in RPM practices through handheld terminals, the Board first provided general explanations and background information on the evaluation of RPM issues under the Turkish competition law regime, specifically by referring to Article 4 of the Law No. 4054, Article 4 of the Block Exemption Communiqué No. 2002/2 on Vertical Agreements (“Communiqué No. 2002/2”), and the Guidelines on Vertical Agreements. To that end, the Board stated that one of the documents collected during the on-site inspection indicated that the distributors’ resale prices were set by Frito Lay's headquarters, and that the distributors were not in a position to change or adjust the prices that were defined in (i.e. uploaded onto) the handheld terminals.

In this regard, the Board first referred to its previous Frito Lay decision (11.01.2007; 07-01/12-7), where it had evaluated the RPM allegations against Frito Lay and had decided to send an opinion letter to Frito Lay asking it to abstain from the practices under investigation on the basis of Article 9 of the Law No. 4054, rather than initiating a full-fledged investigation. That decision was based on the limited use of handheld terminals and the distributors’ tendency to set different prices, even though the Board concluded that the handheld terminal system used by Frito Lay had the potential of preventing distributors from setting their own resale prices. The Board also referred to another of its decisions (18.07.2013; 13-46/588-258), in which it had once again evaluated Frito Lay’s handheld terminal system and concluded that there were no grounds to initiate a full-fledged investigation against Frito Lay, since the system under scrutiny gave distributors enough room and opportunity to change the prices defined in the handheld terminal system.

Pursuant to its examination of Frito Lay’s distributorship agreements with respect to the legislative framework applying to distributorship agreements, the Board determined that Frito Lay’s agreements complied with the rules outlined in the Communiqué No. 2002/2. The Board also conducted a separate analysis as to whether Frito Lay had intervened in distributors’ resale prices in practice through the meetings it had conducted with them. As a result of its examination, the Board concluded that there was no information or document supporting the allegation that Frito Lay had determined the resale prices of its distributors, and thus decided not to initiate a full-fledged investigation regarding the RPM allegations relating to the handheld terminals.

In light of the foregoing, ultimately the Board decided not to initiate a full-fledged investigation pursuant to the Article 41 of Law No. 4054.


[1] Commission’s decision dated 05.06.2008 and numbered COMP/M.5066 ‘’EUROGATE/APMM’’.

Information on the Sector and the Relevant Market

The Board initially provided an overview of the sector and indicated paint is one of the coatings that protects and colors indoor and outdoor surfaces. In this context, the Board noted that paint is in competition with various coatings from a supply perspective. The Board further noted that in accordance with the Board's and European Commission's precedents on the matter, the coating and paint production and sales market could be classified as: (i) industrial coating; (ii) decorative coating; (iii) marine and protective coating; (iv) bobbin coating; and (v) automobile coating. The Board ultimately left the relevant product market definition open, since such definition will not produce any effects on the conclusion of its assessment and defined the relevant geographical product market as "Turkey".

Assessment of the Board for Determination of Dealers' Resale Conditions

The Board initially stated that although it was seen that JOTUN notifies dealers of purchase and sale prices for large-scale projects, there were no indications that show the relevant communication also took place for retails sales. Moreover, the Board also indicated that RPM could occur when the manufacturer directly or indirectly obliges the reseller to a fixed, minimum or maximum price; therefore restricting the reseller from independently determining its own resale prices would in turn fall under the scope of the Article 4(a) of the Block Exemption Communiqué on Vertical Agreements No. 2002/2 ("Communiqué No. 2002/2").

The Board noted that, for the case at hand, JOTUN's conduct is more towards setting a maximum price that includes a special discount for large-scale projects rather than resale price management. Therefore, the Board articulated that JOTUN's conduct does not bear anti-competitive purpose or produce such effects; but an element of the competition specific to the projects. The Board further assessed the conduct by comparing sales prices, meaning JOTUN's recommended prices, in between two different dealers for a single product. The Board saw that the sales prices of two dealers differentiate amongst each other, and also differentiate from the listed prices. In this regard, the Board indicated that such findings point towards the conclusion that JOTUN did not determine the resale prices for retail products.

Alleged Restrictions for Internet Sales

After requesting the dealership agreement of JOTUN, the Board received two agreements: (i) the old dealership agreement of JOTUN and (ii) the renewed dealership agreement of JOTUN. The Board found that the renewed agreement includes a provision which restricts the online sales of JOTUN's products.

Herein, the Board noted that sales conducted via the internet has been a growing trend in Turkey and the world, since such sales lower the search costs for customers and distribution costs for undertakings, as well as providing a wider geographic scope and access to more consumers. The Board further stated that the European Commission has issued a sector report on e-commerce and highlighted the importance of vertical restraints within the e-commerce sector. In this context, it is articulated that restraints concerning prices, prohibitions from online platform sales and restrictions towards price comparison tools and exclusion of undertakings that conduct online sales from the distribution networks are becoming more and more widespread. It is further stated that the European Commission's perspective to distribution agreements focuses on the fact that the dealers' freedom to conduct sales via the internet should not be restricted.

Furthermore, the Board referred to the European Commission's Vertical Agreements Block Exemption Regulation ("EU Regulation"), the European Commission's Guidelines on Vertical Restraints ("EU Guidelines"), as well as several precedents of EU courts. In this regard, the Board highlighted that according to the EU Vertical Guidelines, distribution agreements that do not entail a hard-core restrictions and do not exceed the relevant market share threshold would be excluded from the application of Article 101 of the Treaty on the Functioning of the European Union ("TFEU"). Nonetheless, restriction of active/passive sales by a supplier that utilizes a selective distribution system would be regarded as a hard-core restriction in accordance with the EU Regulation. In accordance with the EU Guidelines, the directly restriction of passive sales and any conduct that would produce the same results as such restrictions would restrict competition. According to the EU Guidelines, besides the direct restrictions imposed on passive sales, the following behaviour is prohibited within the scope of indirect restriction of passive sales:

  • Restriction of access of a customer to a website, who is determined to be located within another exclusive distributor's territory or redirection of this customer to the supplier's or distributors' website;
  • Cancelling a customer's order if it is noticed from the customer's credit card information that the customer is not located in the exclusive territory;
  • Restriction of the percentage of total sales conducted via the internet; and
  • Determination of the resale price of the distributor for products that will be sold through the internet by comparing the sales prices of traditional sales channels.

French Competition Authority's Pierre Fabre decision

In accordance with the EU Guidelines, for the said-restrictions to benefit from the protective cloak of individual exemption, there must an objective cause for the product to be sold physically. Therein, the Board referred to the French Competition Authority's Pierre Fabre decision[1] where it was concluded that the self-care and cosmetics firm's restriction of internet sales bore anti-competitive purposes and were not granted an individual exemption. The European Court of Justice, in its appellate review, noted that the restriction on internet sales did not include a product-specific objective cause and therefore could have competition restrictive purposes. The Board noted that the defences concerning the products subject to the agreement in the said-case, namely the utilization of the relevant products required expert recommendation and internet sales damaged the brand image, were not accepted by European Court of Justice.

The Board highlighted that the European Commission's approach towards restrictions on internet sales focuses on an objective just cause which is based on the product's specifics and that the prohibition of restricting internet sales is fundamentally limited to prescription medicine and products that are prohibited from being sold online in consideration of public bans. Therefore, if an internet sales restriction is imposed on a product and the restriction cannot be objectively justified, this would be regarded as competition restrictive behaviour by purpose.

The European Court of Justice's Coty decision

The Board finally referenced the Coty decision of the European Court of Justice where the internet sales restriction for online platforms was examined. The Court decided that considering the specifics of the products, there was no passive sales restriction. In other words, it was decided that in order to protect the brand image of luxury products, restrictions related the sales conducted via third-party online platforms could be imposed on the distributors.

In context of the Turkish competition law legislation, the Board noted that internet sales are primarily categorized as passive sales as per paragraph 24 of the Guidelines on Vertical Agreements and therefore restriction of such sales would be deemed as the restriction of passive sales. In this context, the Board also saw that although for the context of selective distribution systems, the supplier can prohibit sales to unauthorized distributors; it cannot restrict active or passive sales to end users on the retail level. As a result, the Board indicated that although JOTUN established a selective distribution system, a provision restricting online sales of authorized distributors would cause the vertical agreement to fall out of scope of the Communiqué No. 2002/2. In this respect, the Board evaluated that prohibiting online sales as a whole would be disproportionate with the purpose of restricting the sales to unauthorized distributors and would not benefit from an individual exemption. The Board noted that JOTUN could have adopted less restrictive arrangements in order to prevent the distributors from conducting sales to unauthorized distributors (for instance; imposing restrictions on the customers' purchase amount via internet sales, which can also be imposed towards physical sales points under certain conditions).

Ultimately, as JOTUN's market power for decorative paint is limited and thus the effects of the foregoing restriction would also be limited, the Board did not initiate an in-depth investigation. However, the Board recommended JOTUN to alter and renew its dealer agreement to exclude the prohibition of passive sales via internet pursuant to Article 9 of Law No. 4054.

This document is not intended to create an attorney-client relationship. You should not act or rely on any information in this document without first seeking legal advice. This material is intended for general information purposes only and does not constitute legal advice. If you have any specific questions on any legal matter, you should consult a professional legal services provider.

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