The Turkish Competition Authority (the "Authority") announced significant changes in the merger control thresholds and rules which will be effective starting from 4 May 2022. The Authority has published today the Communiqué No. 2022/2 amending the Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board ("Communiqué No. 2010/4").
The new thresholds are at least six times higher than the old ones as the 30 million Turkish Liras ("TL") threshold is now TL 250 million, the TL 100 million threshold is now TL 750 million and the TL 500 million threshold is now TL 3 billion. Under the new thresholds a transaction would require approval of the Turkish Competition Board if one of the below turnover thresholds is triggered:
Threshold 1:
The aggregate Turkish turnover of the transaction parties exceeding TL 750 million (for 2021 approximately EUR 71.9 million or USD 84.8 million) and the Turkish turnover of at least two of the transaction parties each exceeding TL 250 million (for 2021 approximately EUR 23.9 million or USD 28.2 million), OR
Threshold 2:
(i) The Turkish turnover of the transferred assets or businesses in acquisitions exceeding TL 250 million (for 2021 approximately EUR 23.9 million or USD 28.2 million) and the worldwide turnover of at least one of the other parties to the transaction exceeds TL 3 billion (for 2021 approximately EUR 287.8 million or USD 339.6 million),
OR
(ii) the Turkish turnover of any of the parties in mergers exceeding TL 250 million (for 2021 approximately EUR 23.9 million or USD 28.2 million) and the worldwide turnover of at least one of the other parties to the transaction exceeds TL 3 billion (for 2021 approximately EUR 287.8 million or USD 339.6 million).
Virtually no thresholds for digital markets
It should however be noted that the Authority has specifically foreseen that the TL 250 million threshold is not applicable for acquisitions of technology undertakings active in Turkey (including undertakings which have R&D activities in Turkey or which provide services to customers in Turkey). The Authority aims to keep a close eye on these transactions especially with an aim to prevent "killer acquisitions".
In this context, technology undertakings are defined as undertakings active in areas of digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies.
Brand new notification form and new information requirements
The notification form for merger control filings has been drastically changed as well. The Authority stated that the form was rearranged to be converted into an electronic format in the near future with additional aims to facilitate the assessment.
The definition of affected markets has also been changed to indicate a requirement for a Turkish nexus (i.e. a horizontal or vertical overlap in Turkey). Detailed information about the markets, the activities of the parties in said markets and potential effects of the transaction will be provided if there is a Turkish nexus.
New changes will come into effect after two months starting from today March 4th, 2022.
The guidelines regarding merger control have also been updated by the Authority in order to cover the recently introduced SIEC (significant impediment to effective competition) test.
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.
