The Authority has concluded its work on updating the M&A legislation. The update includes important amendments to the Communiqué no 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board, to the Notification Form, and to some guidelines issued to explain the Communiqué.

What Changed in the Communiqué?

• Amendment to the definition of “Transaction Party” The definition of ‘transaction party,’ which appears to give rise to uncertainty in practice in certain cases, is further elaborated, particularly with respect to the party being acquired.
• Increase in thresholds: Turnover thresholds specified for transactions subject to notification are updated in light of the changes in the various macroeconomic indicators. The single threshold, which is currently 250 million TL, is amended to 1 billion TL, while the Türkiye turnover threshold, currently at 750 million TL, is updated to 3 billion TL, and the global turnover threshold, currently at 3 billion TL, is updated to 9 billion TL.
• New era in the “Technology Undertaking Exemption”: The application of the technology undertaking exemption is limited to those tech companies “based in Türkiye,” and it is regulated that a single turnover threshold of 250 million TL will be sought in transactions involving undertakings of this nature.
• Coordination analysis for joint ventures: A new provision added to the Communiqué delineates the framework of the assessment to be conducted into the coordination risk between the main undertakings of the joint venture.
• Simplification in the Notification Form: The update also includes significant simplifications in the Notification Form. Some of the information currently requested from the parties are completely removed from the Notification Form. In case the total share of the parties in the affected markets is low, they will no longer need to submit some of the information. Moreover, some convenience is introduced to filling the Notification Form for acquisition transactions executed by undertakings such as venture capital investment trusts, venture capital investment funds or venture capital firms.
• Ongoing transactions: An additional article introduced clarifies that the ongoing processes involving those transactions that do not meet the new turnover thresholds or other conditions required for notification will be terminated with a Board decision.

When will the amendments be put into force?

The Communiqué including these amendments has become effective following its publication in the Official Gazette. The changes made to the guidelines to bring them in line with the updated Communiqué will be published on the website of the Authority (www.rekabet.gov.tr) at a later date.

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