Following the amendments to the Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board, the Competition Board of Türkiye has revised the Guidelines on the Concept of Undertaking Concerned, Turnover and Ancillary Restraints in Mergers and Acquisitions, the Guidelines on Cases Considered as Mergers and Acquisitions and the Concept of Control, and the Guidelines on the Assessment of Horizontal / Non-Horizontal Mergers and Acquisitions.
Accordingly:
(i) The amendments to the definitions of transaction party and undertaking concerned have been reiterated: a transaction party is defined as the economic units (economic entities) to which the merging undertakings (in mergers) or the acquiring undertakings (in acquisitions) belong, whereas, for the undertaking subject to transfer, it is defined as the undertaking itself and the economic units it controls. Accordingly, the undertaking concerned refers to the persons or economic units that are the direct parties to the merger or acquisition, while the transaction party refers to the economic entity encompassing each of the merging and acquiring undertakings, and, with respect to the transferred undertaking, to itself and the economic units it controls.
(ii) With respect to transactions involving the acquisition of technology undertakings, it has been clarified that, in assessing whether the TRY 250 million threshold is met, the turnover derived from the activities of such undertakings in the fields of digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agrochemicals, and health technologies shall be taken into account.
(iii) It is clarified that, in calculating worldwide turnover, turnover generated in Türkiye shall also be included.
(iv) For the calculation of total turnover under Article 7 of the Communiqué, within a three-year period, for each transaction, the net sales generated at the end of the financial year preceding the relevant transaction—or, if this cannot be determined, at the end of the financial year closest to the relevant date—shall be taken into account.
(v) It has been clarified that the provision under Article 8(5) of the Communiqué—stipulating that, within a three-year period, two or more transactions carried out between the same parties or persons, or in the same relevant product market by the same undertaking, shall be considered as a single transaction for the purposes of turnover calculation—shall also apply to transactions involving the establishment of joint ventures. In addition, the starting point for the calculation of the three-year period has been specified.
(vi) The principles for the assessment of potential coordinated effects that may arise between parent undertakings as a result of a joint venture have been set out.
