New amendments have been introduced to the Communiqué on Mergers and Acquisitions Requiring the Approval of the Turkish Competition Authority numbered 2010/4 ("Communiqué") with the Communiqué numbered 2022/2 and published on the Official Gazette dated March 4, 2022 and numbered 31768.
Major changes and amendments that have been introduced are regarding the thresholds for the mergers and acquisitions that are subject to approval and the mergers and acquisitions concerning "technology undertakings1". In this regard the definition of "technology undertakings" has been included in the scope of the Communiqué and the transaction amounts, that require approval from the Competition Authority in order for the transactions deemed to be mergers or acquisitions to gain legal validity, have been revised.
In this regard, if the following thresholds are exceeded in a merger or acquisition transaction within the scope of the Communiqué, approval from the Competition Authority will be required:
- The aggregate Turkish turnover of the transaction parties exceeds TRY 750 million and the Turkish turnovers of at least two of the parties each exceed TRY 250 million; or
- The Turkish turnover of the transferred asset or activity in acquisitions or the Turkish turnover of any of the parties in mergers exceeds TRY 250 million and the worldwide turnover of at least one of the transaction parties exceeds TRY 3 billion.
In case of acquisition of technology undertakings operating in Turkey or providing services to users in Turkey, the above-mentioned TRY 250 million transaction thresholds will not be sought. Thus, it is aimed that transactions regarding the acquisition of technology undertakings will be subject to the supervision of the Competition Authority to a large extent.
In the light of these changes and amendments, Guidelines on the Assessment of Horizontal Mergers and Acquisitions, and Guidelines on the Assessment of Non-Horizontal Mergers and Acquisitions, which have been excluded from the scope of the Communiqué by the Competition Authority have been updated particularly in regards of additions to digital markets and innovation-based markets, and the effects of digitalization and consumer data on competition.
Notifications to the Competition Authority regarding mergers and acquisitions can be made via the e-Government system, and the Notification Form required for notification and attached to the Communiqué has been completely renewed. The elements required for the calculation of financial institutions' turnovers have also been amended.
All of the changes within the scope of the Communiqué will start to apply as of May 4, 2022.
1. Defined as "undertakings that have activities in the areas of digital platforms, software and game software, financial technologies, biotechnology, pharmacology, agriculture chemicals and health technologies, or assets related thereto" in the Communiqué.
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