Some important amendments were made to the Communiqué no 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board (the Communiqué) which was published in the Official Gazette dated March 4, 2022. These amendments will enter into force on May 4, 2022, two months after the date of publication. In this article, these amendments are discussed under three separate sections.
1. TURNOVER THRESHOLDS
First, within the framework of the amendments, the turnover thresholds, which are taken as a basis for the notification in terms of mergers and acquisitions, were updated to the current economic situation in Turkey. Accordingly, the turnover thresholds in Article 7 of the Communiqué have been updated as follows:
2) TECHNOLOGY UNDERTAKINGS
In the Communiqué, besides updating the turnover thresholds, an important innovation was made by adding the definition of "Technology Undertakings". In this regard, Technology Undertakings are defined as “enterprises or related assets operating in the fields of digital platforms, software and game software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies”. It has been imposed an additional notification obligation in the acquisitions of technology undertakings, which operate or carry out R&D operations in Turkish geographic market or provide services to users located in Turkey. The main purpose of the mentioned regulation is to ensure that transactions involving Technology Undertakings which are newly established or developing (“start-up”) and have the potential to compete with the actors in the sector. are mainly supervised by the Turkish Competition Authority and that “killer acquisitions” of such undertakings are avoided.
As of May 4, 2022, it will be necessary to obtain permission from the Turkish Competition Board in order to be legally valid for mergers and acquisitions of such Technology Undertakings that exceed the turnover thresholds specified in the table below:
Merger and acquisition transactions carried out by Technology Undertakings without permission will not be legally valid, and the parties of such transactions will be subject to administrative fines.
3) PREPARATION FOR ELECTRONIC FORMAT
The notification form for mergers and acquisitions is transformed to electronic format and rearranged. According to Turkish Competition Authority, in the near feature, it will be possible to fill and submit the form completely in electronic format. With the amendment made to the Communiqué, the notification over “e-Government Portal" was introduced. At the same time, it will be possible to complete the missing information or documents requested by Turkish Competition Authority in the notifications on this electronic platform in a faster and more practical way and to shorten the permission process.
(The USD figures in this article are converted at the exchange rates USD 1=TRY 14.70 in accordance with the Turkish Central Bank’s average buying exchange rate applicable for March 16, 2022)
Att. Ali Nizamettin Yıldırım - Güngör Law Firm