New development
On 6 January 2023, the Turkish Competition Authority’s (“Authority“) Mergers and Acquisitions Overview Report for 2022 (“Report“) was published on the Authority’s website.[1] The Report includes a comprehensive overview of merger control in Turkey in 2022 by providing statistics on merger control cases in 2022 and comparisons with previous years.
Letting the numbers talk
In 2022, the Competition Board (“Board“) examined 245 mergers and acquisitions and the total value of the notified transactions was approximately TRY 5.7 trillion.[2] Both the number and the value of the notified transactions in 2022 decreased relatively (compared to 309 transactions with a total value of TRY 5.8 trillion[3] in 2021). One of the reasons for this drop in the number of filed transaction can be the increased turnover thresholds pursuant to the Authority’s Communiqué No. 2022/2 on Amending Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Requiring the Approval of the Turkish Competition Board (“Communiqué No. 2022/2“), which entered into force on May 4, 2022. You may find our legal alert on this amendment here.
The Report includes the following findings:
- Ten transactions were found to be out of scope since they did not result in a change of control, while one transaction was categorized within the information note category.
- As of 2021, seven privatisation deals were subject to the Board’s review in 2022.
- There was a decrease in the notified transactions solely concerning Turkish companies in 2022 (39 transactions), compared to 2021 (51 transactions). However, the total value of these transactions increased to TRY 25.1 billion[4] from TRY 15.9 billion[5] in 2021.
- In terms of the transactions involving a Turkish target, while the number of transactions in 2021 was 118, and dropped to 82 in 2022, their value increased notably by 70%, from TRY 42.6 billion[6] to TRY 72.2 billion[7].
- Although the Board also reviewed fewer foreign-to-foreign transactions (i.e., 154) in 2022 compared to 175 transactions in 2021, there was no significant change in the total value of these transactions, as they accounted for almost TRY 5.6 trillion[8] in 2022, similar to 2021.[9]
- While the Board reviewed 67 transactions between Turkish and foreign entities in 2021, the number of such transactions also decreased to 34 in 2022, even lower than in 2020 with 38 transactions. Yet, the total value of these transactions increased to TRY 36.2 billion[10] in 2022, from TRY 29.8 billion[11] in 2021.
- Foreign investors invested in Turkish companies in 36 separate transactions. In terms of the origin of these investors, the Netherlands and the United Arab Emirates ranked in first place with five transactions each, followed by the United Kingdom with four transactions. In comparison, in 2021, Luxembourg came in first place with 10 transactions, followed by the United States and the United Kingdom with six and five transactions respectively.
- In terms of the sectoral distribution of the transactions, as in 2021, the “production, transmission and distribution of electricity” sector was again in first place with 8 transactions in 2022, followed by the “supporting activities for transportation” and “software program publishing” sectors (with five and three transactions respectively). However, in terms of transaction value, the “production of plastic packaging materials” sector, which was in first place in 2021, lost its position in 2022 against the “production, transmission and distribution of electricity” sector (with a value of TRY 5.2 billion[12]) by a short head, with a value of TRY 5.1 billion.[13]
- In 2022, the Board decided to take only three transactions to Phase II review.[14] Two of these transactions were granted approval by the Board and the review process of the remaining one is still in progress.[15]
Conclusion
The Report provides a proper perspective on the mergers and acquisitions in 2022 and shows that there has been a relative decrease both in the number of notified transactions and the transaction value. This decrease might be triggered by the significant increase in the turnover thresholds in May 2022. However, due to the exception for the technology undertakings brought by Communiqué No. 2022/2, coupled with the devaluation of the Turkish lira, more transactions will be likely to be caught under the Turkish merger control regime.
[1] Available in Turkish at https://www.rekabet.gov.tr/tr/Guncel/2022-yili-birlesme-ve-devralma-gorunum-r-b6221477928ded11a23100505685ee05.
[2] Approximately EUR 325 billion and USD 341 billion converted at the exchange rate EUR 1 = TRY 17.38 and USD 1 = TRY 16.56 in accordance with the Turkish Central Bank average buying exchange rate applicable for 2022.
[3] Approximately EUR 554 billion and USD 652 billion converted at the exchange rate EUR 1 = TRY 10.47 and USD 1 = TRY 8.89 in accordance with the Turkish Central Bank average buying exchange rate applicable for 2021.
[4] Approximately EUR 1.44 billion and USD 1.51 billion.
[5] Approximately EUR 1.52 billion and USD 1.79 billion.
[6] Approximately EUR 4.2 billion and USD 4.4 billion.
[7] Approximately EUR 4.1 billion and USD 4.8 billion.
[8] Approximately EUR 321 billion and USD 337 billion.
[9] Approximately EUR 535 billion and USD 630 billion.
[10] Approximately EUR 2.1 billion and USD 2.2 billion.
[11] Approximately EUR 2.8 billion and USD 3.4 billion.
[12] Approximately EUR 297.8 million and USD 312.6 million.
[13] Approximately EUR 296.3 million and USD 310.9 million
[14] Based on the information available on the Authority’s website, the relevant transactions concern (i) the establishment of joint control over Saint-Gobain Rigips Alçı Sanayi ve Ticaret A.Ş. by Dalsan Yatırım ve Enerji A.Ş. and Saint-Gobain Weber Yapı Kimyasalları Sanayi ve Ticaret AŞ. (ii) the acquisition of the tenancy rights and fixed assets of 25 stores of Ay-mar Ticaret Ltd. Şti. in Trabzon and Giresun by Migros Ticaret A.Ş.; and (iii) the acquisition of the assets of two factories, one grinding plant, one packaging plant, and seven ready-mixed concrete plants within Çimsa Çimento San. ve Tic. A.Ş. by Çimko Çimento ve Beton San. Tic. A.Ş.
[15] The Report indicates that the Board granted approval to one of those transactions in 2022. Yet, as per the information available on the Authority’s website, the Board granted approval to Saint-Gobain/Dalsan transaction in 8 December 2022 and Migros/Aymar transaction in 23 June 2022.
