Closely Related Transactions under Turkish Merger Control Regime

Article 5(4) of Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board (Communiqué No. 2010/4) provides that closely related transactions that are tied to conditions or transactions realised over a short period of time by way of expedited exchange of securities are treated as a single transaction.

In terms of turnover calculation, Article 8(5) of Communiqué No. 2010/4 provides that the Turkish Competition Board would be in a position to evaluate the transactions realised by the same undertaking concerned in the same relevant product market within three years as a single transaction, as well as two transactions carried out between the same persons or parties within a three-year period.

Accordingly, pursuant to paragraph 30 of the Guidelines on Cases Considered as a Merger or an Acquisition and the Concept of Control (Guidelines), two or more transactions constitute a single concentration provided that the transactions are interdependent (i.e., one transaction would not have been carried out without the other) and that the control is acquired by the same persons or undertaking(s). Paragraph 32 of the Guidelines sets forth that the conditionality of the transactions could be proven if the transactions are linked de jure (i.e., the agreements themselves are linked by mutual conditionality). The Guidelines also provide that if parties are able to satisfactorily demonstrate the circumstances, then de facto conditionality may also suffice for treating the transactions as a single concentration.

For more information on interdependent transactions under Turkish merger control regime, please feel free to reach out to ELIG Gurkaynak at +90 212 327 1724 or through gonenc.gurkaynak@elig.com.