TÜRKIYE Trends and Developments Contributed by: Gönenç Gürkaynak, K Korhan Yıldırım and Görkem Yardım, ELIG Gürkaynak Attorneys-at-Law
The legislative branches of the government have been quiet with regard to merger control leg - islation in the recent months. The most recent development was the enactment of Commu - niqué No 2022/2, which was published in the Official Gazette on 4 March 2022 and entered into force on 4 May 2022. The main purpose of Communiqué No 2022/2 was to raise the jurisdictional turnover thresholds under Article 7 of Communiqué No 2010/4 for mergers that need to be notified to the Competition Authority between certain undertakings. Two of the most significant developments associated with Communiqué No 2022/2 are, among other things, the introduction of thresh - old exemption for undertakings active in certain markets and sectors, and an increase in the applicable turnover thresholds for concentra - tions that require mandatory merger control filing before the Competition Authority. Communiqué No 2022/2 does not seek a Turk - ish nexus in terms of activities that qualify for the threshold exemption. In other words, it would be sufficient for the target company to be active in the fields of digital platforms, software (including gaming software), financial technolo - gies, biotechnology, pharmacology, agricultural chemicals or health technologies anywhere in the world for the threshold exemption to become applicable, provided that the target company operates in the Turkish market, conducts R&D activities in Türkiye or provides services to Turk - ish users in the fields listed above. Accordingly, Communiqué No 2022/2 does not require the generation of revenue from customers located in Türkiye, nor that the target company conducts R&D activities in Türkiye or provides services to Turkish users concerning the fields listed above for the exemption on the local turnover thresh - olds to become applicable.
The increased turnover thresholds and the exemption on the local turnover thresholds mechanism introduced by Communiqué No 2022/2 seemingly altered the scope of the transactions that are notifiable to the Compe - tition Authority. In this regard, concentrations related to the fields of digital platforms, software (including gaming software), financial technolo - gies, biotechnology, pharmacology, agricultural chemicals and health technologies are expected to be more closely scrutinised by the Competi - tion Authority. The main aim of this change is to encourage more undertakings in the relevant sectors. As indicated by the Competition Author - ity’s Mergers and Acquisitions Insight Report for 2024, the Turkish Competition Board (the “Board”) assessed 311 transactions in 2024. The number of assessments in 2024 was higher than the average number of assessments made between 2013 and 2024. Some of the more prominent Board decisions in the recent past are as follows. Compugroup/Bupa Decision (Decision 24-11/174-69 of 29 February 2024) The Board, in its reasoned decision, describes the transaction parties and then delves into a detailed explanation of the relevant product mar - ket. Regarding the acquirer, the Board notes that Bupa Turkey is the subsidiary of Bupa Interna - tional Markets Limited (“Bupa International”) which is an international health insurance pro - vider. As for the target, Compugroup Medical is currently indirectly controlled by Compugroup Medical Global (CGM). CGM is a group of com - panies operating internationally and focusing on the digitalisation of healthcare systems.
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