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With the amendments to the Communiqué Concerning the Mergers and Acquisitions Calling For The Authorization Of The Competition Board, published on March 4, 2022, the Competition Authority published the turnover thresholds determining the approval for mergers and acquisitions, considering the current economic conditions and exchange rate changes. Due to higher turnover thresholds, mergers and acquisitions transactions are expected to increase.

Change in Turnover Scale

In mergers and acquisitions; (i) the total turnover of the transaction parties in Turkey exceed seven hundred and fifty million TL and turnovers of at least two of the transaction parties in Turkey each exceed two hundred and fifty million TL or (ii) the asset or activity subject to acquisition in acquisition transactions, and at least one of the parties of the transaction in merger transactions have a turnover in Turkey exceeding two hundred and fifty million TL and the other party of the transactions has a global turnover exceeding three billion TL, It has become obligatory to obtain permission from the Competition Authority for the takeover process to become valid.

The growing digital market has not been ignored and it has been regulated that a turnover threshold of two hundred and fifty million TL will not be sought in the acquisition of technology undertakings operating in the Turkish geographical market or having R&D activities or providing services to users in Turkey.

New Step and Notification Obligations for Technology Undertakings

The term “Technology Undertaking” is defined in this communiqué as “undertakings operating in the fields of digital platforms, software and game software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies, or assets related to them”. The Competition Authority announced on its website that it imposes an additional notification obligation on these undertakings in order to establish a tighter control in mergers and acquisitions to be made by “Technology Undertakings”. With the said regulation, it is aimed that the transactions regarding the acquisition of technology undertakings will be subject to the supervision of the Competition Authority to a large extent and that lethal takeovers of the mentioned undertakings be prevented.

Principles of Turnover Calculation in Mergers and Acquisitions Carried Out by Financial Institutions

Accordingly, the financial reporting principles, which are foreseen to be used for banks, financial leasing, factoring, financing companies, brokerage houses and portfolio management companies, have been updated by referring to the sector's own updates.

Preparation for the Digital Age, Electronic Notification

The notification form has been transformed into an electronic format with the addition of the phrase “via e-government”, in addition to the fact that notifications can be made “by hand or by mail”. The purpose of this is to remove the phrases by hand or by mail in the future processes, and to send the notification completely electronically. The notification form regarding mergers and acquisitions has been rearranged to be converted into electronic format.

The changes will come into effect on May 4, 2022