The Communique No. 2022/2 (“Amending Communique”) on Amending the Communique Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board (“Communique No: 2010/4”) was published in the Official Gazette on 4 March 2022. The Amending Communiqué will enter into force on 4 May 2022.
Amending Communique introduces significant amendments with regards to the turnover thresholds for mandatory filings, and increases the thresholds which were provided under Communique No. 2010/4. As per the Amending Communique, mergers and acquisitions shall be subject to the permission of the Turkish Competition Board if;
- The aggregate Turkish turnover of the transaction parties exceeds TL 750 million and the Turkish turnover of at least two of the transaction parties exceed TL 250 million respectively; or
- The Turkish turnover of the transferred assets or businesses exceeds TL 250 million in acquisitions, the Turkish turnover of any of the parties exceeds TL 250 million in mergers, and the worldwide turnover of at least one of the other transaction parties exceeds TL 3 billion.
The Amending Communique also introduces a new concept named “technology firms”, which are defined under the Amending Communique as undertakings conducting activities in the areas of digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies or assets related thereto. Additionally, it is foreseen under the Amending Communique that the TL 250 million turnover thresholds under (i) and (ii) above will not be applicable for the acquisition of technology firms, which (i) are active or have R&D activities in the geographical market of Turkey; or (ii) provide services to users in Turkey.
In addition, the Amending Communique revised calculation methods for the turnovers of financial institutions and revised the template notification form which must be used for the notification of mergers and acquisitions.