TÜRKIYE Trends and Developments Contributed by: Gönenç Gürkaynak, K Korhan Yıldırım and Görkem Yardım, ELIG Gürkaynak Attorneys-at-Law
blue’s database after the completion of the transac - tion. These included Team.blue’s Turkish subsidiary (Çizgi) and Ticimax continuing to operate as separate legal entities with distinct management teams and separate customer databases, and reinforced data protection obligations under existing privacy arrange - ments. In addition, the commitments also stipulated that Team.blue would implement several measures to prevent unauthorised access to customer databases, including • measures preventing cross-access to customer databases through user codes; • restricting database access to authorised person - nel only; • ensuring Ticimax performs its software develop - ment exclusively with its own employees and sup - pliers; • prohibiting shared user credentials; • requiring two-factor authentication where possible; • maintaining immutable access logs; • implementing firewall protections within six months of closing; and • ensuring Ticimax customers remain free to choose alternative domain name service providers rather than being directed solely to Çizgi. The Board determined that the commitments stipulat - ing that Ticimax could only access the data of its own customers and that there would be no information exchange or integration between Ticimax and Çizgi post-transaction were effective measures to elimi - nate potential competitive concerns. The Board also indicated that this structural separation was critical to prevent direct or indirect information flows and would prevent any asymmetric-information advantage post- transaction. In this respect, the Board determined that the commitments were sufficient to eliminate the com - petitive concerns arising as a result of the transaction and conditionally approved the transaction subject to the commitments within its Phase I review. HIB Holding/Andar (Decision 25-32/760-451 of 28 August 2025) In its HIB Holding / Andar decision, the Board deter - mined that the transaction concerning the acquisition of 51% of the shares in Andar Elektromekanik Sis - temler Sanayi ve Ticaret AŞ (“Andar”) by H. Ibrahim
Bodur Holding AŞ (“HIB Holding”) did not constitute a concentration under the Turkish merger control regime given that the transaction would result in a “shifting alliances structure”. As a result of its assessment under Article 4 of Law No 4054, which prohibits anti- competitive agreements, the Board granted negative clearance to the transaction on the grounds that it does not have the object or effect of restricting com - petition. The transaction concerned the acquisition of 51% of Andar’s shares by HIB Holding. Post-transaction, Andar’s existing shareholders (ie, Mr Serkan Kale, Mr Reşat Hakan Avcı and Mr Gökhan Koyuncu) will con - tinue to own the remaining shares in Andar. According to the decision, within the scope of the merger control filing, HIB Holding argued that – post-transaction – Andar will be solely controlled by HIB Holding. In its assessment of the control structure, the Board examined the share purchase agreement (SPA) between HIB Holding and the existing shareholders of Andar. According to the share purchase agreement: • post-transaction, the shareholders of Andar will be divided into two groups, and HIB Holding will be the Group A shareholder while the existing share - holders of Andar will be Group B shareholders; • the board of directors of Andar will consist of five members, and HIB Holding will appoint three direc - tors while Group B shareholders will appoint two directors; • in the event that the members nominated by Group B shareholders are Mr Serkan Kale, Mr Reşat Hakan Avcı and Mr Gökhan Koyuncu, HIB Holding will not have a veto right over the appointment of these members nor can it vote against the dismiss - al and change of these members; and • ordinary decisions of the board will be adopted by simple majority (ie, an affirmative vote of three members) while important decisions of the board will be adopted by a qualified majority (ie, an affirmative vote of four members). In line with the quorum requirements stipulated for important decisions of the board of directors, HIB Holding will require the affirmative vote of at least one of the two board members appointed by Group
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