TÜRKIYE Trends and Developments Contributed by: Gönenç Gürkaynak, K Korhan Yıldırım and Görkem Yardım, ELIG Gürkaynak Attorneys-at-Law
Guidelines on the Assessment of Horizontal Mergers and Acquisitions and Guidelines on the Assessment of Non-Horizontal Mergers and Acquisitions The principles regarding the assessment of the co- ordinated effects that may arise between parent under - takings due to a joint venture have been explained in the Amended Guidelines on the Assessment of Horizontal Mergers and Acquisitions (the “Amended Guidelines on Horizontal Mergers”) and Guidelines on the Assessment of Non-Horizontal Mergers and Acquisitions (the “Guidelines on Non-Horizontal Merg - ers”). Within this framework, the risk of co-ordination between parent undertakings may arise, particularly where the parent undertakings continue to operate in the same market as the joint venture, have significant activities in closely related neighbouring markets or are connected through existing structural or contrac - tual links. Moreover, the risk of co-ordination may also increase where the joint venture acts as a key supplier or customer for the parent undertakings. All in all, the Amended Guidelines primarily reflect the recent amendments introduced to the Amended Com - muniqué No 2010/4 earlier this year and provide fur - ther legal clarity regarding turnover calculations, the definition of transaction parties, the treatment of joint venture transactions and the TCA’s approach to the assessment of potential co-ordination risks between parent undertakings. Notable Recent Board Decisions According to the 2025 Mergers and Acquisitions Out - look Report, the Board reviewed a total of 416 trans - actions in 2025, representing the highest annual deal volume recorded since 2013. Two of the more prominent Board decisions in the recent past are set out below. Team.blue/Ticimax Decision (Decision 25-38/899- 527 of 9 October 2025) In its recent Team . blue / Ticimax decision, the Board conditionally approved the transaction concerning the acquisition of sole control over Ticimax Bilişim Teknolojileri Anonim Şirketi (“Ticimax”) by Team.blue EquityCo S.a.r.l. (“Team.blue”) within the scope of its Phase I review on 9 October 2025. In its substantive
assessment in terms of the affected market, the Board determined that the parties’ activities do not horizon - tally overlap in Türkiye. On the other hand, the Board identified a vertical relationship between Ticimax’s activities in the downstream market for “ready-to-use e-commerce software and infrastructure provision services” and Team.blue’s activities in the upstream market for “data centre services”. While the Board indicated that the transaction does not give rise to any anti-competitive concerns in terms of the co-ordinated effects, customer foreclosure con - cerns or any input foreclosure concerns, the Board assessed that Ticimax’s access to (i) customer con - tact information included in domain lists, (ii) technical and operational data relating to customers, and (iii) commercial and/or strategic data relating to custom - ers via Team.blue’s database post-transaction would lead to competitive concerns. The Board considered that access to customer con - tact information included in domain lists could ena - ble Ticimax to target competitors’ customers in the long term and thus, disrupt the competitive balance in the market to the detriment of other providers of e-commerce software and infrastructure. The Board further assessed that access to customers’ technical and operational data could allow Ticimax to predict switching tendencies of the customers of its com - petitors and directly target and win those customers, thereby increasing its customer foreclosure ability in the long term. In addition, the Board considered that Team.blue’s access to non-anonymised customer data of Ticimax’s competitors through its hosting and data centre services could create a risk of competi - tively sensitive information being shared with Ticimax. The Board further underlined that the fact that data sharing is legally or contractually limited does not mean that its potential competitive impact does not need to be assessed. To eliminate competitive concerns as a result of the transaction, Team.blue submitted a set of behavioural remedies with a duration of two years designed to ensure that Ticimax would not have access to trade secrets and/or competitively sensitive information concerning its competitors active in the e-commerce software and infrastructure service sector via Team.
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