From negative clearance to concentration: The competition law journey of the THY Opet/Shell case
24.01.2026
From negative clearance to concentration: The competition law journey of the THY Opet/Shell case
The Turkish Competition Board (“Board”) recently cleared THY Opet's acquisition of Shell's participation interest and related assets under the Joint Aviation Operations Agreement for airport storage and aircraft refuelling in Bodrum and İzmir Airports (the “Agreement”).1 What makes this transaction particularly noteworthy is the Board's evolving assessment of the same Agreement across multiple decisions over time. • Negative clearance (2006):2 In 2006, the Board examined the Agreement in the context of BP, Mobil, and Shell jointly operating airport storage facilities. The Board concluded that the jointly operated facility did not qualify as a joint venture, as it lacked independence from its parents. Taking into account that the parties' prices and sales conditions remained unaffected by the joint operation and that prices resulted from competitive tenders, the Board found no restriction of competition and granted a negative clearance on the Agreement.
• Individual exemption (2008):3 In 2008, the Board reassessed the Agreement following Opet's inclusion in the joint operation of airport storage facilities. While reiterating its 2006 finding that the transaction did not give rise to a concentration, the Board refrained from granting negative clearance, citing the potential risk of coordination among Competitors. Instead, the Board granted an individual exemption, emphasizing efficiencies such as economies of scale, cost savings, the efficient use of limited airport space, and enhanced operational safety.
• Qualification as a concentration:4 In 2014, the Board reviewed THY Opet's acquisition of Mobil's 25% ownership interest in the assets covered by the Agreement and determined that THY Opet's resulting 50% staked amount to an acquisition. The Board initiated a Phase II review, during which THY Opet submitted commitments to address competition concerns.
Subsequently, in 2023, the Board examined THY Opet's acquisition of BP's participation interest and related assets. The Board again classified the transaction as an acquisition, citing the transfer of rights and liabilities arising from the Agreement, as well as BP's airport assets and operating rights. In its most recent 2025 decision, the Board assessed THY Opet's acquisition of Shell's participation interest and the associated assets. Referring to its earlier acquisition decisions, the Board confirmed that the transaction constituted a concentration and approved it, concluding that it raised no competition concerns.
1 THY Opet/Shell (03.07.2025, 25-24/602-377). 2 BP/Mobil/Shell (28.12.2006, 06-95/1202-365). 3 BP/Mobil/Shell/Opet (09.07.2008, 08-44/606-231). 4 THY Opet/Mobil (16.07.2014, 14-24/482-213), THY Opet/BP (14.12.2023, 23-58/1131-405).
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