What Is Contained In The Communiqué Amending The Communiqué On Mergers And Acquisitions Requiring Permission From The Competition Board?

The Communiqué Amending the Communiqué on Mergers and Acquisitions Requiring Permission from the Competition Board was published in the Official Gazette Number 31768 on March 4, 2022. In Article 7 of the Amendment Communiqué, it is regulated that this Communiqué will enter into force two months after its publication.

Technology undertakings are defined in Article 1 of the Communiqué Amending the Communiqué on Mergers and Acquisitions Requiring Permission from the Competition Board. Pursuant to this article, “Technology undertakings: means undertakings or related entities operating in the fields of digital platforms, software and game software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies”.

In the Communiqué Amending the Communiqué on Mergers and Acquisitions Requiring Permission from the Competition Board, turnover thresholds have been changed for transactions that require permission from the Competition Board in order to gain legal validity. According to the new regulation,

  • The sum of the Turkish turnover of the transaction parties is seven hundred and fifty million TL and the Turkish turnover of at least two of the transaction parties separately is two hundred and fifty million TL, or
  • In acquisition transactions, the turnover of the asset or activity, in merger transactions, the Turkish turnover of at least one of the transaction parties is two hundred and fifty million TL, and the world turnover of at least one of the other transaction parties is three billion TL,

if it exceeds in order for the said transaction to gain legal validity, it is obligatory to obtain permission from the Board.

However, in transactions regarding the acquisition of technology undertakings operating in the Turkish geographical market or having R&D activities or providing services to users in Turkey; It has been regulated that two hundred and fifty million TL thresholds will not be sought.

In Article 3 of the Amendment Communiqué, the communiqués and regulations to be taken as a basis for calculating turnover thresholds in financial institutions are specified. Pursuant to this article;

  • For banks; The Communiqué on Financial Statements and Related Disclosures and Footnotes to be Announced to the Public by Banks and published in the Official Gazette dated 28/6/2012 and numbered 28337, issued by the Banking Regulation and Supervision Agency will be taken as basis.
  • For financial leasing, factoring and financing companies; The Regulation on the Accounting Practices and Financial Statements of Financial Leasing, Factoring, Financing and Savings Financing Companies, published by the Banking Regulation and Supervision Agency and published in the Official Gazette dated 24/12/2013 and numbered 28861 will be based.
  • For brokerage houses and portfolio management companies; The Communiqué on Principles of Financial Reporting in the Capital Markets issued by the Capital Markets Board and published in the Official Gazette dated 13/6/2013 and numbered 28676 will be taken as basis.
  • For insurance, reinsurance and pension companies; The most recent financial statements or data published by the Ministry of Treasury and Finance, the Association of Insurance, Reinsurance and Pension Companies of Turkey or the Pension Monitoring Center or disclosed to the public by the companies subject to mergers or acquisitions to be confirmed by the Ministry of Treasury and Finance will be taken as basis.

While the merger and acquisition transactions are notified to the Competition Board, it is also possible to notify the Notification Form via e-State in addition to the way of sending the Notification Form by hand or by mail. Also, the Notification Form has been changed. With the entry into force of the Amendment Communiqué, the new notification form will have to be taken as a basis.

 

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