The Turkish Competition Board ("Board") recently published its reasoned decision1 unconditionally approving the acquisition of sole control over certain assets of Doğan Şirketler Grubu Holding A.Ş. ("Doğan Holding''') by Demirören Medya Yatırımları Ticaret A.Ş. ("Demirören Medya"), which is ultimately owned and controlled by Erdoğan Demirören. The transaction concerns the following assets: (i) Doğan TV Holding A.Ş., (ii) Mozaik İletişim Hizmetleri A.Ş., (iii) Doğan Gazetecilik A.Ş., (iv) Doğan Haber Ajansı A.Ş. ("Doğan News Agency"), (v) Hürriyet Gazetecilik ve Matbaacılık A.Ş., (vi) Doğan Media International GmbH, (vii) Doğan Dağıtım Satış Pazarlama Matbaacılık Ödeme Aracılık ve Tahsilat Sistemleri A.Ş., and (viii) Doğan Internet Yayıncılığı ve Yatırım A.Ş. The Board found that Doğan Holding's activities subject to the notified transaction overlapped horizontally with Demirören Medya's activities that were related to print and online publications. Furthermore, the target businesses vertically overlapped with Demirören Medya's media- related activities, namely in the fields of agency services, newspaper and magazine distribution services, and the sale of online advertising spaces. Accordingly, the Board examined and assessed whether the transaction could raise anticompetitive concerns on both horizontally and vertically affected relevant product markets.

For defining the relevant product market(s) comprising the horizontally overlapping activities of Doğan Holding and Demirören Medya, the Board evaluated whether online and digital publications could be considered substitutes for printed publications from the perspectives of supply, demand and advertisers. Pursuant to its analysis, the Board concluded that online publications could not fully constitute a substitute for printed press products, because (i) there was a difference in quality between the "journalism" offered by print publications—which is an important feature of the printed press—and the "news" that is offered by online platforms, (ii) online news resources were found to mostly serve as "one-stop shops," instead of offering or fulfilling the comprehensive quality standards of a printed newspaper, and that, accordingly, (iii) the advertisement revenues generated by print publications are still significantly higher than the advertisement revenues generated by the online press.

However, the Board abstained from providing a specific relevant product market definition. Instead, the Board opted to examine the competitive aspects of the proposed transaction, (i) first under the narrowest hypothetical markets for "daily national political newspapers" and "online news websites," and then (ii) under the broadest market definition for "printed and online news resources," conducting its analysis under the assumption that print publications and online channels are substitutable.

As for the vertically related markets, although the Board did not provide a specific relevant product market definition, it nevertheless considered that the transaction in question could potentially affect (i) the broadest market for "newspaper and magazine distribution," and (ii) the narrowest market for "agency services for non-programmatic sales of online advertising spaces", and conducted its assessment accordingly.

The Board first examined the transaction in the context of the market for "daily national political newspapers". To that end, the Board noted the existence of strong competitors in this market, such as the Turkuvaz Group, T Media, the Ciner Group and Estetik Publishing, which could diminish the risk of unilateral effects on consumers. The Board also pointed out the two-sided nature of these markets, in which consumer harm may be conceived/considered from the perspective of the audience or of the providers of advertisement services. The Board evaluated that the revenue from the sale of newspapers is limited compared to the revenue received from selling advertisements, which reduces the risk of potential consumer harm through an increase in the prices of newspapers following the consummation of the transaction. As for the effects on advertisers, the Board observed that the HHI and CR4 ratios pointed to a possible increase in the level of market concentration post-transaction. However, the Board also noted that the cost for placing advertisements in national newspapers is consistently declining, which would make it difficult for an actor to implement a price strategy based on its market power in a market where the demand for the product is continually decreasing. Moreover, the Board stressed the fact that consumers and advertisers are able to access alternative newspapers with high levels of market power, which would eliminate the post-transaction competitive concerns in this particular market.

The Board then examined the competitive effects of the notified transaction with respect to the market for "online news websites." The Board preferred to conduct its market-share analysis on the basis of advertising revenues, instead of considering the number of users or views. The Board found that: (i) the HHI and CR4 ratios were much lower than the thresholds indicating concentration in the market, and (ii) the post-transaction market share of the undertakings would be considerably lower than the market-share threshold signifying the existence of a dominant position.

Based on the foregoing considerations, the Board concluded that the transaction in question would not raise competitive concerns in these narrow markets for "daily national political newspapers" and "online news websites." The Board assumed that the same conclusions would also apply to the broadest market for "painted and online news resources" given its finding that the transaction would not lead to any competitive concerns even for the narrow markets.

Finally, the Board examined the effects of the notified transaction on the vertically related markets, and concluded that the transaction would not raise any anticompetitive concerns for the following reasons: (i) Doğan News Agency did not possess a high market share and the transaction could not vest a sufficiently high buying power on Demirören Medya to foreclose the market to competing news agencies; (ii) the Board took into consideration the requirements imposed on the undertakings operating in the newspaper and magazine distribution services market, pursuant to the Press Law No. 5187, which prohibits undertakings from refusing to distribute rival newspapers or engaging in discriminatory practices; (iii) the Board argued that the presence of foreign players in the markets for "sales of online advertising spaces" and "agency services for non-programmatic sales of online advertising spaces" creates competitive constraints upon the parties, and thereby prevents potential coordination between vertically integrated undertakings.

In light of the foregoing considerations, the Board approved the transaction unconditionally. The decision provides useful insights regarding the definition of the relevant product market and the assessment of market power and levels of concentration in media- related markets. This decision can also be viewed as an important precedent in which the Board considered the specific market characteristics of the media sector in Turkey for its assessment of the effects of the notified transaction, despite the prominent market positions of the transaction parties.


1.  The Board's decision dated May 3,2018, and numbered 18-13/248-113.

This article was first published in Legal Insights Quarterly by ELIG Gürkaynak Attorneys-at-Law in December 2018. A link to the full Legal Insight Quarterly may be found here.

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