TÜRKIYE Trends and Developments Contributed by: Gönenç Gürkaynak, K Korhan Yıldırım and Görkem Yardım, ELIG Gürkaynak Attorneys-at-Law
ance companies, effective unless there is just cause for termination or unilateral termination by the customer. It also committed to renewing contracts upon customer request and providing all current and future products and services to other insurance companies under market con - ditions, without granting an advantage to enti - ties within its own economic unit, such as Bupa Acıbadem. The proposed remedies also include measures to prevent the exchange of commer - cial secrets and/or competitively sensitive infor - mation between Compugroup Medical and Bupa Acıbadem. The Board assessed the proposed remedies and concluded that the commitment package sufficiently addresses the identified competi - tive concerns, and unanimously approved the transaction subject to the behavioral remedies outlined in the remedy package. Tat Gıda/Memişoğlu Decision (Decision 24-07/128-52 of 8 February 2024) On 8 February 2024, the Turkish Competition Authority published the Board’s decision regard - ing the acquisition of control and shares corre - sponding to 49.04% of Tat Gıda Sanayi AŞ (“Tat Gıda”) by Memişoğlu Tarım Ürünleri Ticaret Ltd Şti (”Memişoğlu”). The Board evaluated whether there is a permanent change of control within the scope of Article 5 of Communiqué No 2010/4, which would typically imply becoming the major - ity shareholder or procuring majority voting rights in order to assert that the proposed transaction could be defined as an acquisition. The Board performed a comprehensive analysis regarding whether the acquisition of a minority sharehold - ing by Memişoğlu would lead to de facto sole control over Tat Gıda. The Board examined (i) the participation rates in Tat Gıda’s shareholders’ meetings between 2013
and 2023, (ii) the lowest rate of affirmative vote in these meetings, and (iii) the rate of affirma - tive vote outside Koç Group. Through its exami - nation of the provided information, the Board determined that Memişoğlu’s shareholding of 49.04% represents a significant majority based on the participation rates at Tat Gıda’s share - holders’ meetings in the past 11 years. Addi - tionally, The Board found that it is highly likely that Memişoğlu’s shareholding of 49.04% at the shareholders’ meeting will allow Memişoğlu to establish a stable majority at Tat Gıda’s share - holders’ meeting in the future. The Board con - cluded that Memişoğlu will acquire de facto sole control over Tat Gıda as a result of the transac - tion. After determining that the transaction results in a change in control over Tat Gıda on a lasting basis, the Board found that there is horizontal overlap between the activities of Tat Gıda and Memişoğlu in Türkiye in the market for instant soup. However, due to (i) the very low market shares of the transaction parties, (ii) a limited market share increase as a result of the trans - action, (iii) the absence of any legal barriers to entry, and (iv) the existence of a high number of national and local brands active in this mar - ket, the Board concluded that the transaction will not lead to any anti-competitive concerns in this market. The Board also determined that there is a verti - cal relationship between Tat Gıda’s activities in the downstream market for convenience food (finding that, according to the market shares of the undertakings active in the market for con - venience food in Turkiye, Tat Gıda is the market leader, followed by Yayla Agro Gıda San ve Tic AŞ and Dardanel Önentaş Gıda San AŞ) and Memişoğlu’s activities in the upstream market for dried legumes.
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