In follow up to decision announced in the Official Gazette on 24 February 2017, we wanted to take this opportunity to share a brief note summarising the amendments made to the Communiqué No. 2010/4 on "Mergers and Acquisitions Subject to the Approval of the Competition Board" (the "Communiqué").
With the Council of Ministers' Decision announced in the Official Gazette on 4 October 2016, Articles 7, 8 and 10 of the Communiqué are amended.
First of all, Article 7 paragraph 2 of the Communiqué which was regarding the re-establishment of thresholds is abrogated. Therefore, hereafter, the obligation of determination of the thresholds listed in the Communiqué within two years is removed.
Secondly, Article 8 paragraph 5 of the Communiqué is amended. Accordingly, in a period of three years, two or more transactions performed by the same people or between the same parties or at the same relevant product market by the same undertaking, will be evaluated as a single transaction in the meaning of Article 7 of the Communiqué regarding the calculation of turnovers. Previously, this time period was two years. Moreover, the "same relevant market" condition was added with this amendment.
Finally, Article 10 of the Communiqué is amended. The other paragraphs are still the same however; paragraph 6 is added between the paragraphs. Accordingly, an acquisition that includes a series of transactions in securities on a stock exchange by which control is acquired from various sellers can be notified to the Competition Board after the transactions are performed, provided that;
a) the Competition Board is promptly notified,
b) rights to vote related to the securities are not used or rights to vote are used based on an exception made by decision of the Competition Board in order to protect the full value of the investments.
With this last amendment, an exception is introduced regarding the suspension requirement established under the Turkish merger control regime. The Competition Board may bring conditions and obligations to the parties of the transaction in its decisions in order to preserve the effectiveness of competition conditions.
We hope you find this brief alert informative.
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