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• Two or more of the parties are commercially active in the same
product market (horizontal relationship);
• At least one of the parties is commercially active in the downstream
or upstream market of any product market in which another party
operates in (vertical relationship)
constitute the affected markets. Therefore, “affected market” shall be
understood as “relevant product market”.
Therefore, the fact that there is a relevant product market where the
activities of the parties overlap horizontally or vertically is sufficient to
fulfill the condition of the existence of an affected market provided that
at least one party operates in Turkey. Moreover, if none of the parties
operates in Turkey with respect to the relevant product markets where the
activities of the parties overlap horizontally and vertically, it can be said
that there is not an affected market.
All markets that are likely to be affected by the transaction shall
be taken into consideration in the assessment of an affected market.
Accordingly, all activities of undertakings will be taken into consideration.
In acquisitions, however, assessment shall be made considering only the
area of activity of the company to be acquired.
Ancillary Restraints
Ancillary restraints are those which are directly related to the
concentration and which are necessary for the implementation of the
transaction and in order to fully achieve the efficiencies expected from
the concentration.
For the restraints to be directly related, it is not sufficient for them to be
implemented within the same scope or time period with the concentration
operation; in addition, they have to be closely related economically to the
main operation and they have to be envisaged for a smooth transition to
the new structure to be formed following the concentration.
The criterion of necessity, on the other hand, may be fulfilled in
case the relevant restraint is obligatory for the implementation of the
concentration or in case of a significant increase in uncertainty and costs
of the main transaction in the absence of the restraint. In determining