Competition Authority Updated Its Merger Control Guidelines

Following the amendments made in February to Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué), the Competition Authority has updated its merger control guidelines accordingly. The key amendments made to the relevant guidelines are summarized below:

Guidelines on Cases Considered as Mergers and Acquisitions and the Concept of Control

• It has been clarified that the provision stipulating that transactions carried out between the same persons or parties, or within the same relevant product market over a three-year period, shall be considered as a single transaction also applies to transactions concerning the establishment of joint ventures.

Guidelines on Undertakings Concerned, Turnover and Ancillary Restraints in Mergers and Acquisitions

• The explanations regarding the definition of transaction parties and the notification thresholds have been updated in line with the amendments to the Communiqué.
• Additional explanations and examples have been introduced regarding the definition of the undertaking concerned in cases of acquisition of joint control.
• It has been explicitly stated that sales in Türkiye must also be considered in the calculation of the parties’ worldwide turnover. Accordingly, while foreign sales are not taken into consideration in calculating Turkish turnover, Türkiye-based sales are included in the calculation of worldwide turnover.
• Specific rules regarding the calculation of Turkish turnover in transactions involving technology undertakings have been clarified.
• It has been clarified that, under the provision stipulating that two or more transactions carried out by the same undertaking within a three-year period between the same persons or parties, or within the same relevant product market, shall be considered as a single transaction for turnover calculation purposes, the beginning of the three-year period will be determined based on the date the notification is submitted to the records of the Competition Authority.

Guidelines on the Assessment of Horizontal Mergers and Acquisitions / Guidelines on the Assessment of Non-Horizontal Mergers and Acquisitions

• The principles governing the assessment of potential coordination effects between the parent undertakings in joint venture transactions, in addition to the concentration analysis, have been clarified.
• In this context, it is stated that the risk of coordination may increase where the parent undertakings operate in the same market, whereas such risk is likely to be lower where their activities do not overlap.