Two-minute Recap of Competition Law Matters in Türkiye - January 2025

2024 Report Published

The Turkish Competition Authority (“TCA”) has published its 2024 M&A Overview Report which reveals the following 2024 statistics:

»  311 merger, acquisition and privatization transactions reviewed.

»  131 (not including privatizations) of 311 transactions reviewed involved companies based in Türkiye.

»  Total notified transaction value (including privatization deals) involving companies based in Türkiye was approx. 223 billion TL (6.81 billion USD).

The TCA completed notifications within an average of 12 days after the final date of notification. Two transactions proceeded to phase II.

More information can be found on the TCA’s website.

TCA Clears Kartek and Param Deal

The TCA has approved fintech company Param’s acquisition of payment solutions company Kartek (Paycore) with commitments following a phase II review. It had initially imposed a gun jumping fine on Param for implementing the transaction without waiting for TCA approval.

The authority raised potential anti-competitive concerns regarding input foreclosure due to Kartek’s strong market position but also that:

» Kartek is one of very few companies providing end-to-end products and services; customers would therefore incur high switching costs.

» Kartek acquires sensitive customer data in competition with Param; transfer of said data to Param could therefore create a competitive disadvantage.

To address these issues the following commitments were made:

» Param and Kartek will operate as separate legal entities with distinct executive boards.

» Sensitive customer data will be protected by rendering it inaccessible to Param or any of its employees.

» Param offered commitments on conclusion of agreements with existing and potential customers under certain conditions with a view to maintaining continuity.

The TCA will monitor these commitments for three years. The views of 105 undertakings operating in the market were considered prior to finalizing the commitments.

More information can be found on the TCA’s website. The gun jumping decision can be viewed here in Turkish.

Consecutive Filings Reveal Gun Jumping

A TCA assessment of KKR’s acquisition of VMware’s End User Computing business has revealed that Broadcom’s previous acquisition of VMware had not been notified. Broadcom, active in infrastructure solutions and semiconductor equipment, had acquired VMware, a company in computer programming, without informing the TCA. The TCA has fined Broadcom noting that the change of control occurred on 22 November 2023.

The authority also:

»  Cleared the transaction by imposing a 0.1% fine on Broadcom’s 2023 Turkish turnover.

»  Analyzed the company’s 2022 turnover figures as it is established precedent to consider the previous year’s turnover for notifications even if the transaction was notified in 2024.

Significantly, this decision demonstrates that unnotified transactions can be detected via consecutive filings as the Turkish notification form also requires details of relevant market transactions from the previous three years, if there is an affected market. This is particularly important for transactions subject to the technology undertaking exemption. We strongly advise considering whether a filing is triggered in Turkey before proceeding with any transaction.

Align Escapes Fine

Global medical device player Align had been under investigation for alleged abuse of its dominant position in Türkiye.

The TCA concluded there was insufficient evidence to confirm whether the company’s rebate scheme results in actual or likely foreclosure effects after careful analysis of both the scheme itself and the relevant market’s characteristics.

Casting Investigation Launched

The TCA has launched a full fledged investigation against various casting agencies and the Casting Agencies Association for alleged competition law violations. The announcement did not include any specific allegations.

Elevator Market Investigation Settled

The TCA has concluded its investigation into alleged price-fixing and customer sharing practices by several businesses operating in the elevator maintenance and repair sector.

After submission of texts by all parties the investigation has now been settled. All parties acknowledged the alleged offences and received the highest reduction allowed (25%) under settlement regulations.

Mongolian Bilateral Cooperation Protocol Signed

A Bilateral Cooperation Protocol between the TCA and the Anti-Monopoly Agency of Mongolia has been signed. It aims to promote and strengthen collaboration between the parties in the field of competition law enforcement and policy.