GILS Antitrust law: Turkey
TURKEY
1. Is the mandatory merger control regime in force in Turkey?
There are approval requirements by the Competition Authority if the companies involved meet certain criteria provided by the regulations. Such a merger should also include control change.
2. Which authority is responsible for the merger control regime in Turkey?
The Competition Authority of Türkiye.
3. What is the definition of concentration?
The merger of two or more enterprises, or the acquisition of direct or indirect control over all or part of one or more enterprises by one or more enterprises or by one or more persons who currently control at least one undertaking, through the purchase of shares or assets, through a contract or through any other means, provided there is a permanent change in control.
4. Is pre-merger filing or post-merger filing required?
Pre-merger filing is required as the legislation regulates the approval of the Competition Authority as a condition precedent for such a merger to be legally valid.
5. Examples of key concentration types caught by merger control rules in Turkey.
6. What are the notification thresholds, which a concentration must trigger for a merger control filing to be required?
Total turnovers of the transaction parties in Türkiye exceed TRY 750 million, and turnovers of at least two of the transaction parties in Türkiye each exceeds TRY 250 million, or
In acquisition transactions the asset or activity subject to be acquired, and in merger transactions at least one of the transaction parties have a turnover in Türkiye exceeding TRY 250 million, and at least one of the other transaction parties has a global turnover exceeding TRY 3 billion,
In transactions involving the acquisition of technology undertakings which operate or have R&D activities in the geographical market of Türkiye or which provide services to users in Türkiye, the TRY 250 million thresholds above shall not apply.
7. Does the authority have any discretion to review transactions that do not meet the notification thresholds?
If the authority is in the opinion that a transaction which should have been submitted to the approval of the authority but not submitted, the authority has the right to review such a transaction.
8. Do the merger control rules apply to foreign-to-foreign transactions taking place outside Turkey?
Yes.
9. Are there specific merger control rules relating to the notification thresholds (e.g., specific merger control notification thresholds for specific sectors; different rules to calculate turnover for specific industry sectors such as banks and insurances or retail, specific rules relating to foreign subsidies, companies, etc.)?
The general rule is the thresholds and sectors mentioned in the answer to question 6 apply though different regulations provide certain exceptions in terms of merger control rules.
- Article 19 of Banking Law No. 5411 provides that if the market share of the total assets of the relevant banks does not exceed 20%, such merger is exempt from merger control rules.
- Legally mandatory acquisitions by public authorities as a result of concordat, liquidation, restructuring, etc. do not require notification to the Competition Authority.
- Inter group company transactions that do not result with change of control do not require notification to the Competition Authority.
- Acquisitions by inheritance are not subject to merger control.
- Transactions realised by the Turkish Wealth Fund, Turkish State fund, and companies established by the Turkish Wealth Fund are not subject to merger control rules.
10. Whether Turkey requires the payment of filing fees and if yes, when?
No.
11. Whether there is a filing deadline in Turkey requiring a notification to be filed within a certain period of time following a particular transactional event (e.g., signing a share and purchase agreement)?
No.
12. What information and documents must be disclosed or provided to the authority for the purposes of merger clearance?
The application is made by filling out a standard form provided by the Competition Authority. The form requires information on the transaction, parties, the relevant markets and the contacts. The documentation to be submitted as annex to the form is as follows.
- A copy of the final or current version of the agreement governing the merger or acquisition that is the subject of the notification,
- A copy of other documents relating to the merger or acquisition,
- Documents showing the most recent accounts of parties
- Planning, market research and other studies conducted by the relevant parties for the affected markets (if any) by the transaction parties or third parties,
- If there is a commitment to be given regarding the merger or acquisition, the signed commitment text containing this in detail,
- Documents showing that the person making the notification is authorised.
13. What are the time periods within which the authority must reach a decision on the merger clearance? Is any fast track or simplified procedures available?
No time period is provided by the regulations.
14. What are the penalties which the authorities may impose for "failure to file" or "late notification"?
One-thousandth of the annual gross revenues of parties at the end of the fiscal year preceding the Competition Authority decision, or if it is not possible to calculate the same, at the end of the fiscal year closest to the date of the decision and to be determined by the Competition Authority.
15. Have there been any recent developments regarding the merger control regime in Turkey?
No.
Author: Adil Ali Ceylan
