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In accordance with Art. 7(1) of the Communiqué, in a merger or
acquisition transaction that creates a definite change in control, Board
authorization shall be required for the relevant transaction to carry
legal validity if a) total turnovers of the transaction parties in Turkey
exceed one hundred million TL, and turnovers of at least two of the
transaction parties in Turkey each exceed thirty million TL, or b) the
asset or activity subject to acquisition in acquisition transactions, and
at least one of the parties of the transaction in merger transactions
have a turnover in Turkey exceeding thirty million TL and the other
party of the transactions has a global turnover exceeding five hundred
million TL.
Notification to the Board
Article 11 of the LPC shall be applied in cases where the Board is
notified, or is notified with delay. In accordance with the said Article,
if the Board does not consider the transaction as lessening competition
via creating or strengthening a dominant position, then it allows the
merger or acquisition, but imposes fines on those concerned due to
their failure to notify. If the Board decides that the merger or acquisi-
tion is lessening competition via creating or strengthening a dominant
position, it decides to terminate the merger or acquisition transaction,
and imposes fines, in order to eliminate all de facto situations commit-
ted that are contrary to the law.
The notification to the Board regarding mergers and acquisitions
that are subject to authorization shall be made via the Notification
Form Pertaining to Mergers and Acquisitions (“Notification Form”)
that is attached to the Communiqué. Easier procedure of application is
envisaged for transactions that are less likely to damage the competi-
tive environment, by excluding certain parts of the Notification Form.
As a conclusion of the evaluation of mergers and acquisitions that
are subject to authorization, the Board either authorizes the transaction,
or initiates a final investigation. Mergers or acquisitions that lead to
significant lessening in competition, either in the entire country, or in
a certain part of it, by creating or strengthening the dominant position,
shall not be authorized. In such case, the merger or acquisition trans-
action shall be held in abeyance until the final decision of the Board.
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NEWSLETTER 2015