Here at KILIÇ & Partners law firm Istanbul, we are well versed in the complexities involved when merging or acquiring a business abroad. We can provide legal support to both Turkish and foreign companies wishing to invest or consolidate their market position, with a Merger or Acquisitions in Turkey or abroad, varied in value and complexity. Our law firms team in Istanbul, consult on strategic and corporate restructuring, including share transfers, sale of enterprises, company mergers, joint ventures, take-overs, tender offers, etc, within a wide spectrum of regulated industries.

 

We provide a full legal representation and support in Merger & Acquisition transactions and find the best possible solutions for a specific business, by preparing the essential contractual and regulatory framework. We provide continued expert support until successful completion of the transaction.

 

We complement our Mergers & Acquisitions practice with other areas of law, such as competition, real estate, tax, intellectual property and the environment, which makes us more time and cost efficient, to the benefit of our Clients.

 

• Commercial Contracts

• Corporate / M & A

• Corporate Governance

• Foreign Investment

• International Trade

• Intellectual Property

• Banking & Finance

• Capital Markets

• Privatization (Public Private Partnership)

• Project Finance

 

1.1 Merger Control as Part of M&A Transactions

 

We have solid experience from advising companies, on their compliance with merger (concentration) control rules in Turkey, as well as in other jurisdictions. Our team includes competition lawyers, that are experienced in merger control work in relation to local and multijurisdictional concentrations that normally require notifications to Turkish Competition Authority, European Commission, Antimonopoly Committee of Ukraine, Federal Antimonopoly Service of the Russian Federation, etc.

 

1.2 Merger Control in Turkey

 

Merger control in Turkey is governed by the Competition Law No. 4054, and Communiqué No. 2010/4 (with amendments introduced by Communique 2012/3 and effective as of 1 February 2013) any transaction between two or more companies (i.e. merger, acquisition, or establishment of a joint venture) which entails direct or indirect change on control over the company on a lasting basis, must be notified to the Turkish Competition Board prior to its completion, if the following thresholds are met:

 

• The aggregate turnover in Turkey of the parties to the transaction exceeds TL 100 million (approx. € 44 million /US$ 56 million) and the turnover of each of at least two of them exceeds TL 30 million (approx. € 13 million / US$ 17 million), or

• In case of an acquisition, the value of the transferred assets or businesses in acquisitions exceeds TL 30 million (approx.  € 13 million / US$ 17 million) and the worldwide turnover of at least one of the other parties to the acquisition exceeds TL 500 million (approx.  € 217 million/ US$ 279 million), or

• In case of a merger, the turnover in Turkey of any of the parties to the merger exceeds TL 30 million (approx.  € 13 million / US$ 17 million), and the worldwide turnover of at least one of the other parties to the merger exceeds TL 500 million (approx.  € 217 million/ US$ 279 million).

 

Foreign to foreign transactions, also fall within the scope of the Turkish merger control to the extent that one of the above thresholds is met. Hence, mere sales into Turkey in certain amount may result in necessity to comply with the Turkish competition rules.

It is important to remember that transaction caught by the Turkish merger control regime must not be implemented until the final decision of the Turkish Competition Authority. Violation of the “stand still” obligation will result in heavy fines for such companies.

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Follow our Turkish Mergers & Acquisitions blog for up to date legal changes and news

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For more Information on Mergers & Acquisitions, please consult a member of our International Legal Teams

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