The main legislations regulating the merger control regime in Turkey are the Law on Protection of the Competition (No.4054) and the Communique on Mergers and Acquisitions Requiring the Permission of the Competition Board (No.2010/4) (as amended by Communique 2012/3), which entered into force on January 01, 2011, replaced the former Communique (No.1997/1), and introduced important changes to the merger regime. Also, the guidelines play very significant role to provide clarity by explaining the procedure to determine whether the approval is required or not.
According to the Article 7 (2) of the Law on Protection of the Competition Law, the Competition Board (the Board) is entitled and competent to determine the merger control regime by introducing communiqués. On the one hand, Article 5 of the Communique (No.2010/4) defines the situations which will be considered as merger or acquisition. The Board set the merger control thresholds under the Article 7(1) as amended by the Communique No. 2012/3 as follows:
- The aggregate Turkish turnovers of the transaction parties exceed TRY 100 million and the Turkish turnovers of at least two of the transaction parties each exceed TRY 30 million, or
- The Turkish turnover of the assets or businesses subject to the acquisition in case of the acquisition transactions, or the Turkish turnover of at least one of the parties in the merger transactions exceeds TRY 30 million, and the worldwide turnover of at least one of the other transaction parties exceeds TRY 500 million.
On the other hand, Article 6 of the Communique (No.2010/4) specifies the mergers that are not subject to the approval of the Board.
Article 7(2) of the Communique No.2010/4 on Mergers and Acquisitions Requiring the Permission of the Competition Board regulates that the Board may biennially evaluate and amend the merger control thresholds. Two year past have passed after the last amendment and the Board announced on 2th of February 2015 that, by their decision of 29th of January, 2015 numbered 15-05/69, the same merger control thresholds and regime will be applicable for the mergers subject to the approval of the Competition Board in order to become valid.