The Turkish Competition Authority has recently published a communiqué (number 2017/2) ("the Communiqué") amending its previous "Communiqué On Mergers and Acquisitions Requiring the Approval of the Competition Board" (number 201/4).
The new Communiqué introduces several changes relating to mergers & acquisitions. Among these are if:
- the control of an undertaking is acquired by another undertaking as a result of share purchases through the Istanbul Stock Exchange; and
- the purchaser acquires control as a result of serial purchases from different sellers,
the share purchase transactions may be announced to The Turkish Competition Board ("the Board") following the realisation of such transactions, provided that:
- the transaction has been announced without any delay; and
- voting rights pertaining to the shares acquired have not yet been exercised or only exercised pursuant to an exception granted by the Board.
In addition, under article 2 of the Communiqué, transactions (mergers & acquisitions as defined in Turkish Competition Law) carried out within a period of three years between the same parties/persons or by the same enterprise in the same relevant product market shall be construed as a single transaction for the purposes of calculating the turnovers of the transaction parties.
The Communiqué also annuls the previous provision stating that turnover thresholds shall be defined by the Board once every two years.