The Communiqué No. 2010/4 on Mergers and Acquisitions
Subject to the Approval of the Competition Board (the "New
Communiqué") is adopted on October 7th, 2010. It will
replace the currently-applicable communiqué
(Communiqué No. 1997/1) as of January 1, 2011.
The New Communiqué will bring about significant changes
to the Turkish merger control regime, including ICN-compliant
(turnover based) escalated thresholds. The following is a brief
overview of some key elements of the New Communiqué:
The New Communiqué will introduce the concept of
"permanent change in control". Concentrations that do not
bring about a permanent change in control will fall outside of the
scope of the New Communiqué.
Conditional transactions and closely-related transactions
realized over a short period of time by way of expedited exchange
of securities are treated as a single transaction under the New
The New Communiqué will change the applicable
jurisdictional thresholds. It will abolish the currently-applicable
market share threshold and introduce a new series of turnover
Entire Turkish turnover of the parties to the transaction
exceeding one hundred million Turkish Liras and Turkish turnovers
of at least two of the parties to the transaction exceeding thirty
million Turkish Liras, separately; or,
Entire worldwide turnover of one of the parties to the
transaction exceeding five hundred million Turkish Liras and
Turkish turnover of at least one of the other parties to the
transaction exceeding five million Turkish Liras.
Except for joint ventures, transactions that do not result in
an affected market are not notifiable, even if the thresholds are
The Competition Board will update the thresholds
The New Communiqué will bring about a new regime for
calculating turnover for successive transactions, according to
which multiple transactions between the same undertakings realized
over a period of two years are deemed as a single transaction in
terms of turnover calculation.
In the event the Competition Authority asks for another public
authority's opinion in reviewing a transaction, the applicable
time periods for the "tacit approval" mechanism (i.e. the
review period) will start running anew from Day 1 as of the date on
which the relevant public authority has submitted its opinion to
the Competition Authority.
The transaction will be deemed to have been implemented (i.e.
closed) on the date on which control over the target undertaking(s)
The New Communiqué brings a self-assessment regime for
The New Communiqué will establish a commitment regime
for transactions that raise substantive competition concerns. The
Competition Board may impose certain conditions in order that the
commitments be fulfilled. The applicable time periods for the
review process will start running as of the date on which the
commitment has been filed.
The New Communiqué will introduce a brand new standard
notification form, which differs significantly from the current
The New Communiqué will require notification forms to be
electronically submitted, along with a hard-copy filing. The
Competition Authority will publish the notified transactions on its
official website with only the names of the parties, and their
areas of commercial activity.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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