117 / 391
COMP ET I T I ON LAW
103
•
Closely-related transactions which are tied to conditions or which
are realized rapidly through securities within a short period of time
are to be considered as single transactions under the scope of Article
5/4 of the new Communiqué.
•
Another main novelty regards the
thresholds for notifications
. The
Previous Merger regulation would require both turnover and market
share thresholds for determining the requirement of a notification
to the Competition Board. However, the New Merger Regulation
rescinds the market share thresholds and re-regulates the turnover
threshold system:
(a) Total turnovers of the parties to the relevant transaction in
Turkey to exceed one hundred million TL, and turnovers of at
least two of the parties of the relevant transaction in Turkey each
to exceed thirty million TL, or
(b) Global turnover of one of the parties to the relevant transaction
to exceed five hundred million TL, and at least one of the
remaining parties to the relevant transaction to have a turnover
in Turkey exceeding five million TL.
•
There is another very important novelty under the threshold system.
The approval of the Competition Board is not be required for
transactions without any affected market, even if the thresholds
prescribed under the Communiqué are exceeded, except for joint
venture transactions.
•
Another major novelty which would clearly simplify M&A
transactions and avoid the need for the parties to draft condition
precedent clauses for the approval of the Competition Board is
the prior notification procedure, which enables the notification of
the transactions prior to the execution of the final agreement. This
procedure was not regulated under the Previous Regulation.
•
Article 12 of the New Communiqué provides that the Competition
Authority will announce the notified mergers and acquisitions
on its website, together with the relevant undertakings and their
fields of operation. This announcement provides an opportunity
for interested parties to inform the Competition Board about their
concerns and objections to the transaction under assessment.