Amendment to M&A Transactions Requiring Autorization of the Competition Board
The Communiqué Amending the Communiqué on Mergers and Acquisitions Requiring Autorization of the Competition Board (“Communiqué 2022/2”) issued by the Competition Authority was published in the Official Gazette dated 04.03.2022. By the Communiqué 2022/2, which will enter into force on 04.05.2022, the technology companies are included in the scope of notification obligation, and turnover thresholds have been changed in mergers and acquisitions subject to the autorization of the Competition Board .
Turnover Thresholds in Mergers and Acquisitions
Due to the exchange rate fluctuations in the economy in recent years, the turnover thresholds for mergers and acquisitions subject to the authorization of the Competition Board have been updated as follows:
• The threshold for the turnovers in Turkey of at least two of the transaction parties has been increased from 30 million TL to 250 million TL, and the total limit of the turnover in Turkey of the transaction parties has been increased from 100 million TL to 750 million TL.
• The turnover limit of the asset or activity that is the subject of the transfer in acquisition transactions, and of at least one of the transaction parties in merger transactions, is from 30 million TL to 250 million TL, and the world turnover limit of at least one of the other transaction parties is from 500 million TL to 3 billion TL. has been increased. The limit for the Turkish turnover of the transferred assets or business in acquisitions has been increased from 30 million TL to 250 million TL, and the limit for the worldwide turnover of at least one of the other parties to the transaction has been increased from 500 million TL to 3 million TL.
Thus, if the above-mentioned thresholds are exceeded in mergers and acquisitions transactions, it shall be required to obtain authorization of the Competition Board for the transaction in question.
By adding sub-paragraph e) to the first paragraph of Article 4 of the Communiqué no 2022/2, the notification obligation has also been imposed on technology enterprises which are defined as “enterprises operating in the fields of digital platforms, software and game software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies or their assets”.
In addition, with the second paragraph added to Article 7, It is aimed that transactions regarding the acquisition of technology companies will be subject to the supervision of the Competition Board by stating that “the above-mentioned 250 million TL threshold shall not be sought for the acquisition of technology enterprises operating in the Turkish market or having R&D activities or providing services to users in Turkey”,
Submission of the Notification Form
In addition to the update in the turnover thresholds, the notification obligation imposed on technology undertakings and the exception for technology undertakings included in the scope, now it is allowed to submit notification forms online via e-Devlet as well as physical delivery.
Since the notification form attached to the Communiqué numbered 2022/2 has been amended, the new notification form should be used in mergers and acquisition transactions as of 04.05.2022.