Turnover Thresholds in Turkish Merger Control Regime

Under Turkish merger control regime, any transaction that exceeds certain turnover thresholds set out under Article 7 of Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board (Communiqué No. 2010/4) is subject to a mandatory merger control filing, provided that such transaction also leads to a permanent change of control. Therefore, the notifiability analysis of a transaction is a two-fold test: (i) assessment of whether the transaction leads to change in control, and (ii) if so, assessment of whether the turnover thresholds stipulated under Article 7 of Communiqué No. 2010/4 are exceeded.

Under Article 7(1) of Communiqué No. 2010/4, a transaction would be notifiable in case one of the following turnover thresholds is triggered:

• The aggregate Turkish turnover of the transaction parties exceeds TL 750 million, and the Turkish turnover of at least two of the parties to the transaction exceeds each TL 250 million (Article 7(1)(a)).
• The Turkish turnover of the transferred assets or businesses in acquisitions exceeds TL 250 million, and the worldwide turnover of at least one of the other parties to the transaction exceeds TL 3 billion (Article 7(1)(b)),
• The Turkish turnover of any of the parties in mergers exceeds TL 250 million, and the worldwide turnover of at least one of the other parties to the transaction exceeds TL 3 billion (Article 7(1)(b)).

Moreover, in light of the rapid changes in the technology industry and in order to catch killer acquisitions, Communiqué No. 2022/2 Amending Communiqué No. 2010/4 (Amendment Communiqué) also introduced a new merger control regime for “technology undertakings”. Further to the Amendment Communiqué, “the TL 250 million Turkish turnover thresholds” will not be sought for “technology undertakings” which are active in the Turkish geographical market, which conduct research and development activities and/or provide services to Turkish users. Article 1 of the Amendment Communiqué defines “technology undertakings” as Undertakings that are active in digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and health technologies sectors or their assets related to these sectors.

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