The Communiqué Amending the Communiqué on Mergers and Acquisitions (Communiqué No: 2010/4) Requiring Permission from the TCA is published in the Official Gazette on 04.03.2022 and entered into force.
Two notable changes made in the communiqué; one is the increase in turnover thresholds and second is about merger & acquisitions of the technology companies that are now subject to permission regardless of any turnover threshold. Accordingly, with the amendment made in Article 7 of the Communiqué, the turnover thresholds that must be exceeded for a merger or acquisition to be subject to notification to the TCA are as follows:
With the addition of the second paragraph to the same article, “In transactions regarding the acquisition of technology companies operating in the Turkish geographical market or having R&D activities or providing services to users in Turkey; thresholds of two hundred and fifty million TL in subparagraphs (a) and (b) of the first paragraph are not sought” Together with this amendment it is seen that mergers or acquisitions that will take place in terms of companies such as fintech and startups will be subject to the permission of TCA regardless of seeking turnover threshold.
In addition to the aforementioned changes, some additions and updates have been made in the Horizontal Guide. According to this; in the light of current loss theories (potential competitor/competitive loss theory, lethal acquisition loss theory) valid for mergers and acquisitions, general principles that can be taken into account in the evaluations to be made especially in the acquisition of newly established and developing companies are included. In addition, consumer data, which has an increasing importance in competition law with digitalization and its effects on competition, has been added to the relevant Guide. Similarly, in the Non-Horizontal Guidelines, the changes envisaged in the evaluation of vertical and multi-market mergers, especially the updates on digital markets, are detailed under the headings of unilateral and coordinating effects.
The amended text of the communiqué can be accessed from the link below:
https://www.resmigazete.gov.tr/eskiler/2022/03/20220304-4.htm
NAZALI TAX & LEGAL |