Turnover Calculation in Turkish Merger Control Regime

Article 8 of Communiqué No. 2010/4 Concerning Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No. 2010/4) regulates the calculation of the turnover. Accordingly, to calculate the turnover of each transaction party, the Turkish Competition Board takes the following into consideration:

• The turnover of the entire economic group, including the undertakings controlling the undertaking concerned, as well as all the undertakings controlled by the undertaking concerned, will be taken into account.
• When calculating turnover in an acquisition transaction, only the turnover of the acquired part will be taken into account with respect to the seller. The seller/seller’s group turnover is not relevant in a standard acquisition of sole control.
• The turnover of jointly controlled undertakings (including joint ventures) will be divided equally by the number of controlling undertakings. The notifiability analysis of joint ventures in terms of turnover thresholds would take into consideration (i) the turnover figures of the parent companies which exercise joint control over the joint venture, as well as (ii) the Turkish turnover of the transferred assets/businesses to the joint venture (if applicable).
• Multiple transactions between the same undertakings realised over a period of three years are deemed to be a single transaction for turnover calculation purposes. They warrant separate notifications if their cumulative effect exceeds the thresholds, regardless of whether the transactions are in the same market or sector; and whether or not they were previously notified to the Turkish Competition Authority.

For the purposes of the notifiability analysis, the turnover of the transaction parties generated as of the end of the financial year preceding the date of the closing (i.e., the date on which the change of control is realized) should be taken into consideration. If this cannot be calculated, the turnover generated as of the end of the financial year closest to the date of closing should be taken into consideration. However, in practice, the date of notification forms the basis for the notifiability analysis, as the year of notification often coincides with the year of closing.

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