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Mergers and Acquisitions Requiring Approval From The Turkish Competition Authority in Terms of Technology Ventures
The Turkish Competition Authority’s (TCA) Communiqué No. 2010/4 requires mandatory filings for M&A transactions that fulfill certain conditions. Article 5 of the Communiqué M&A transactions as follows:
“In a manner that brings about a lasting change in control:
a) The merger of two or more enterprises or,
b) The acquisition, through purchase of shares or assets, by one or more persons controlling one or more enterprises, or already controlling at least one enterprise, of the whole or a part of one or more enterprises directly or indirectly, through a contract, or by any other means, is considered a merger or acquisition transaction.”
Turnover Thresholds
Transactions that exceed certain turnover thresholds are subject to TCA approval.
As outlined in Article 7 of Communiqué No. 2010/4, transactions become subject to notification when they meet either of the following turnover thresholds:
(a) If the combined Turkish turnover of the transaction parties surpasses TRY 750 million and the Turkish turnovers of at least two of the parties individually exceed TRY 250 million.
(b) In the case of acquisitions, if the Turkish turnover of the transferred assets or business, or in mergers, the Turkish turnover of any involved party, exceeds TRY 250 million, and simultaneously, the worldwide turnover of at least one of the transaction parties exceeds TRY 3 billion.
Technology Ventures
In the legislation, technology ventures refer to enterprises operating in digital platforms, software and game development, financial technologies, biotechnology, pharmacology, agricultural chemicals, and health technologies or assets related to these fields.
However, in transactions related to the acquisition of technology ventures operating in the geographical market of Türkiye (formerly Turkey) engaging in research and development (R&D) activities or providing services to users in Türkiye, the thresholds of TRY 250 million mentioned in the Communiqué are not applicable.
According to the statements made by the Competition Authority in this regard, the possibility of transactions carried out by enterprises with significant market power in digital markets, as well as the acquisitions of newly established or developing ventures (start-ups), not being subject to notification obligations and, consequently, not being subject to the examination of competition authorities, is one of the foremost concerns globally in terms of the control of mergers and acquisitions. With the relevant legislation, the aim is to largely subject transactions related to the acquisition of technology ventures to the Competition Authority’s oversight and prevent potentially harmful takeovers of such ventures.
To provide an example, if we look at the Competition Board’s decision dated 12.05.2022 with the reference number 22-21/344-149, it states;
“…Moreover, according to the second paragraph of Article 7 of Regulation No. 2010/4, the turnover threshold of two hundred and fifty million Turkish lira will not be applied to the enterprise subject to the transaction concerning the acquisition of technology ventures. It is concluded that the transaction requiring notification is subject to approval since the global turnover of at least one of the transaction parties exceeds the thresholds specified in the relevant article.“
As we can observe in the Board’s decisions of the Competition Authority, turnover thresholds in the legislation are specifically evaluated for technology ventures, taking into account the business activities of the transaction parties, and a broader control mechanism is implemented for their M&A transactions.
