Merger and Acquisition Transactions in Turkey

A prior clearance of the Competition Authority is required for transactions resulting in a change of control if certain thresholds on the turnover of the transaction parties and/or the target have been exceeded. The transactions requiring clearance could be in the form of a merger, share transfer, asset transfer or otherwise. Accordingly, clearance of the Competition Authority shall be required if:

(i) the total turnover of the transaction parties in Turkey exceeds TRY 100,000,000 and turnovers of a least 2 of the transaction parties in Turkey each exceed TRY 30,000,000, or
(ii) the asset or activity subject to the acquisition (i.e. the target) has a turnover in Turkey exceeding TRY 30,000,000 and the other party to the transaction has a global turnover exceeding TRY 500,000,000.

The relevant communiqué of the Competition Authority deines “control” as “rights, contracts or other instruments which, separately or together, allow de facto or de jure exercise of decisive inluence over an undertaking”.