Turkish Merger Control Quick Reference Guide for Foreign Attorneys

1. A Quick Reference Guide
to the
Turkish Merger Control Regime

2. WHAT should be notified?
MERGERS of two or more undertakings
ACQUISITION of control over entities or
assets
JOINT VENTURES that permanently meet all
functions of an independent economic entity

3. Concept of CONTROL
RIGHTS, AGREEMENTS or OTHER MEANS
that confer the possibility of exercising
de facto or de jure DECISIVE INFLUENCE.
Acquisition of minority shares
Granting certain veto rights
are regarded as a change of
control if they lead to a change
in the control structure.
A transaction is
deemed realized when
the change in control
occurs.

4. NOTIFICATION THRESHOLDS
There are two main notification
thresholds under the Turkish merger
control regime. A notification is
mandatory if either threshold is exceeded.
Local notification
threshold for all
transaction types
Worldwide
notification
thresholds

5. NOTIFICATION THRESHOLDS
• Aggregate Turkish turnovers of the parties exceed TL 100
MILLION (€39.6 million / $52.6 million) and
• Turkish turnovers of at least two of the parties exceed TL 30
MILLION (€11.9 million / $15.7 million) separately
Local thresholds for ALL transaction types
A B
T
Example
In this acquisition of T by A and B, the transaction would
be subject to notification if;
• Turkish Turnovers of A + B + T > TL 100 mil AND
• Either;
 Turkish Turnovers of A and B > TL 30 mil separately
 Turkish Turnovers of A and T > TL 30 mil separately
 Turkish Turnovers of B and T > TL 30 mil separately

6. NOTIFICATION THRESHOLDS
• Turkish turnover of any of the parties exceed TL 30 MILLION
(€11.9 million / $15.7 million) and worldwide turnover of at
least one of the other parties exceed TL 500 MILLION (€198
million / $263 million)
Worldwide threshold for only MERGERS
Example
• In this merger of A and B, the transaction would be
subject to notification if;
• Turkish Turnover of A > TL 30 mil AND
Worldwide Turnover of B > TL 500 mil
OR
• Turkish Turnover of B > TL 30 mil AND
Worldwide Turnover of A > TL 500 mil
A B

7. NOTIFICATION THRESHOLDS
• Turkish turnover of the Target exceeds TL 30 MILLION (€11.9
million / $15.7 million) and at least one of the other parties’
worldwide turnover exceeds TL 500 MILLION (€198 million / $263
million)
Worldwide threshold for only ACQUISITIONS
A B
T
Example
• In this acquisition of T by A and B, the transaction
would be subject to notification if;
• Turkish Turnover of T > TL 30 mil AND
Worldwide Turnover of A > TL 500 mil
OR
• Turkish Turnover of T > TL 30 mil AND
Worldwide Turnover of B > TL 500 mil

8. NOTIFICATION THRESHOLDS
Overlap is not
required!
There are no de
minimis exceptions.
Mere sales made into
Turkey may be enough
to trigger thresholds!
Foreign-to-foreign
transactions are
subject to notification
if thresholds are
exceeded!

9. NOTIFICATION TIMETABLE
Notification must be
made and approval
must be obtained
before closing.
Transaction is
deemed closed
when change in
control occurs.
Filing at least 45-60
calendar days
before closing is
recommended.
Carve out
arrangements are
not recognized!

10. NOTIFICATION TIMETABLE
Notification is deemed to be filed when received in
complete form by the Competition Authority.
If there are incomplete or incorrect information, the
notification is deemed filed when this information is
completed.
Notification is made with a notification form similar to
the Form CO of the EU Commission. Originals and Turkish
translations of certain transaction documents are
required.
Short form notification can be made if (i) there is a
transition from joint to full control OR (ii) total market
share of the parties do not exceed 20% and 25% in
horizontally and vertically affected markets respectively.

11. PHASE 1 REVIEW
Within 30 days of a complete filing, upon its
preliminary review, the Competition Board will
either decide to approve the transaction or launch a
“Phase 2” investigation.
If the Competition Board does not notify the
parties of its decision within 30 days, the
transaction will be deemed approved through an
implied approval mechanism.
In most cases, the Competition Authority will send
written information requests to the parties to the
transaction or third parties. These requests will cut
the review period and start it from Day-1 once the
requested information is submitted.

12. PHASE 2 REVIEW
If the Competition Board decides to investigate
the transaction further, the notification becomes
a fully-fledged investigation.
Competition Authority’s investigations usually
take about six months and, if necessary, this
period may be extended once for an additional
six months.
The Competition Board uses a dominance test.
Transactions that do not create or strengthen a
dominant position and do not significantly
impede competition in a product market in
Turkey are cleared by the Competition Board.

13. RISKS OF NOT FILING
Administrative monetary fines for failing to
notify the transaction
• 0.1% of the turnover generated by (i) the
acquirer(s) in acquisitions or (ii) both parties in
mergers in the financial year preceding the date of
the fining decision.
• Minimum fine for the year 2014 is 15,226 TL
(apporx. 5,000 EUR/6,800 USD).
• The fine for failing to notify is imposed regardless
of the outcome of the Competition Board’s review.

14. RISKS OF NOT FILING
Invalidity of the transaction
• Transaction is deemed legally invalid with all its legal
consequences until approved by the Competition Board.
Termination of the infringement and interim
measures
• The parties may be required to restore the same status as
before the closing of the transaction or interim measures
can be taken until the Competition Board finishes
reviewing the transaction.

15. RISKS OF NOT FILING
Termination of the transaction and administrative
monetary fines
• If the Competition Board finds that the transaction violates
Turkish Competition Law, it may:
• Impose monetary fines up to 10% of the turnover generated
in the financial year preceding the date of the fining decision,
• Impose monetary fines against the employees and managers
that had a determining effect on the violation for up to 5% of
the fine imposed on the relevant party,
• Take all necessary measures to terminate the transaction and
restore the market to its state prior to the completion of the
transaction.

16. REMEDIES
Parties are allowed to
submit commitments to
remedy substantive
competition law issues.
Remedies can be
submitted at anytime
during the review
process (Phase 1 & 2).
Parties can submit
behavioral or structural
remedies, such as
divestitures and
terminating partnerships.

17. MISCELLANEOUS
The notification may be made jointly or by one of the parties.
Competition Authority will publish the notified transaction on its website
with the names and areas of activity of the parties.
Reasoned decisions will also be published on the Competition Authority’s
website. Parties may request the exclusion of confidential information.
An approval decision will also cover directly related and necessary ancillary
restraints on competition. Parties must engage in self-assessment.
Decisions of the Competition Board may be appealed before the
administrative courts within 60 days upon service.