Turkey: Competition and Antitrust

(1) All information requested in the notification form must be duly completed and filled in. Notwithstanding, the information requested in Sections 6, 7 and 8 of the notification form is not required in cases where;

a) One of the transaction parties acquires full control over an undertaking in which it had joint control, or,

b) For any affected market within Turkey and in terms of geographical markets; the aggregate market shares of the transaction parties are less than twenty per cent for horizontal relationships, and the market share of one of the transaction parties is less than twenty five per cent for vertical relationships, in relation to the affected markets in question.

(2) In case it is discovered that the above conditions are not met or, in exceptional circumstances, for the purposes of a complete examination of competitive concerns even when these conditions are met, the Board may request that the notification form be completely filled in. If the Board decides that the notification form should further be supplemented, it informs the notifying party and its representatives in writing. In this case, the notification form is deemed to be incomplete and the notification is considered to be made when the completed copy is received by the Authority.

(3) The notification can be made by any of the parties or the representatives thereof. The notifying party must inform the other relevant party of the situation. Notifications made by unauthorized persons are deemed invalid.

(4) A copy of the final or current version of the agreement concerning the notified merger or acquisition should be enclosed with the notification form. If the agreement in question is not in Turkish, a Turkish translation must be forwarded as well. The Board shall decide based on the Turkish translation. Each page of any translation not done by a certified translator shall be approved by an undertaking official or representative.

(5) The notification must include all requested information and documents in complete and accurate form. In case the parties do not have a part of the requested information and documents, the parties must state the reason therefor, supply the soundest estimated data concerning the information in question, and disclose the sources for the estimated data. The parties must also clarify the sources that the information or documents in question may be gathered from.

(6) For those who provide false or misleading statements in the notification form will be fined under Article 16 of the Act.

1. Scope of the Merger or Acquisition

1.1. Provide information on the merger or acquisition transaction, including the relevant parties, nature of the transaction (merger, acquisition or joint venture), affected markets and the field of activity of the parties to the transaction.

1.2. For the purpose of the publication of the merger or acquisition transaction on the Authority’s website, summarize the information requested under Section 1.1., excluding any business secrets.

2. Parties

2.1. Indicate the name-commercial title, address, telephone and fax numbers and, if any, the internet address of the notifying party (parties).

Notifying Party(ies):

Name:

Address:

Telephone:

Fax:

Web-site:

2.2. If the notification is made by a representative, please indicate the name, last name, address, telephone and fax numbers, and the e-mail address of the representative.

Name:

Address:

Telephone:

Fax:

E-mail:

2.3. List the name-commercial title, address, telephone and fax numbers and, if any, the internet address of the other party (parties) to the merger or acquisition.

Name:

Address:

Telephone:

Fax:

Web-site:

2.4. Indicate the name, last name, duty, address, telephone and fax numbers, and the e-mail address of an authorized person of the parties to the merger or acquisition, who may be contacted if necessary.

Name:

Title:

Address:

Telephone:

Fax:

E-mail:

2.5. Give the address that you would like the notifications of the Competition Authority to be sent.

3. Other information regarding the merger or acquisition

3.1. Indicate the important steps that are contemplated for the realization of the merger or acquisition, and their planned or anticipated date.

3.2. Indicate the economic rationale of the merger or acquisition.

3.3. Indicate the turnovers of the parties to the transaction in detail, within the framework of Article 8 of the Communiqué.

3.4. Indicate the value of the notified merger or acquisition (depending on the case, sales amount or the value of the assets within the scope of the transaction).

3.5. Provide information on the mergers or acquisitions realized by the parties to transaction in the affected markets within the last three years.

4. Structure of control

4.1. Explain the ownership, control and management structure of the relevant parties, prior to and after the transaction.

4.2. Regarding the merger or acquisition transaction, please indicate:

a) Each person or economic entity directly or indirectly controlling the relevant parties,

b) Each person or economic entity directly or indirectly controlled by the relevant parties,

c) Each person or economic entity that is directly or indirectly controlled by those specified under (a) and that operates in the affected markets,

including the nature of control and the instruments providing control. If needed, please use an organizational chart.

4.3. Indicate the other persons or economic entities that operate in the affected markets and that are owned by the parties to the transaction by possessing, directly or indirectly, ten percent or more of the voting rights, capital or asset and provide information on their capital, share and ownership structure.

4.4. Specify the names and duties of persons in the management structure of the parties who are simultaneously members of the board of directors or auditors of other companies active in the affected markets.

5. Market Definition and Market Shares

Please provide the requested information to take account of the following:

Relevant product market

In drawing the lines of the relevant product market, please take into consideration all goods or services accepted as interchangeable or substitutable with each other in terms of price, purposes of use and qualities in the eyes of the consumer; along with other factors that might affect the market so defined.

Relevant geographical market

Relevant geographic market refers to those regions where undertakings operate for the supply and demand of their goods and services and that are readily distinguishable from the neighboring regions because the competitive conditions are sufficiently homogenous, and especially, the competitive conditions are noticeably different from those in the neighboring regions. In making a geographic market assessment, the following aspects that are particularly taken into account: (i) the properties of the relevant goods and services, (ii) consumer preferences, (iii) entry barriers, and (iv) the existence of a noticeable difference between the relevant region and neighboring regions in terms of the market shares of the undertakings or prices of goods and services.

Affected markets

Affected markets consist of relevant product markets that may potentially be affected by the notified transaction and where,

a) two or more of the parties are have commercial activities in the same product market (horizontal relationship),

b) at least one of the parties is engaged in commercial activities in markets which are upstream or downstream from the product market any of the other parties (vertical relationship).

5.1. Define the affected markets that, in your view, the Board should base its evaluation of this notification on and state your justifications. Indicate the NACE Rev.2 codes that correspond to these markets.

5.2. Define the relevant geographic markets with respect to the affected markets and state your justifications.

5.3. Provide the below requested information for each affected market in Turkey and the relevant geographic markets pertaining to the past three years;

a) The overall size of the market (also indicate the source of such information) in terms of sales value and sales amount (in units),

b) Sales value and sales amount data, together with the market shares, of the parties to the transaction,

c) Trade names and market shares of those competitors that have more than five percent market share (also indicate the source of such information),

ç) Contact information of the competitors stated under (c),

5.4. Other than the affected markets, define, in terms of product and geographic scope, the markets where the notified transaction may have a significant impact. The cases below can be given as examples to such markets:

a) one of the parties to the transaction has more than twenty five percent market share and another one of the parties to the transaction is a potential competitor in that market. An undertaking can be considered as a potential competitor, in particular, where it has plans to enter the market, or has developed or pursued such plans in the past two years.

b) one of the parties to the transaction has more than twenty five percent market share and another one of the parties to the transaction holds important intellectual property rights in that market.

c) one of the parties to the transaction is active in a product market that is characterized as a neighboring market closely related to the product market where another one of the parties to the transaction is active in, and the individual or combined market shares of the parties in any one of these markets exceeds twenty five percent. Product markets are closely related neighboring markets when the products complement one another or when they belong to the same product range which is generally purchased by the same customer group for the same end use.

6. Information on affected markets

6.1. In relation to the affected markets, provide information on the import conditions (if applicable, quota or tariff information or other restrictions), and state the import amounts of the relevant parties as well as the total import amount pertaining to the past three years.

6.2. Provide the name, address, telephone and fax numbers, and if available, the internet address of the five largest suppliers providing goods or services to the parties to the transaction in the affected markets, together with the name and surname of an authorized person who can be contacted where necessary.

6.3. Provide the name, address, telephone and fax numbers, and if available, the internet address of the five largest customers of the parties to the transaction in the affected markets, together with the name and surname of an authorized person who can be contacted where necessary.

6.4. Provide information in relation to the supply structure in the affected markets, also covering the following points:

a) Provide information on the distribution channels.

b) Provide information on the (estimated) total capacity in Turkey in the past three years. Indicate the production capacity, capacity utilization rates and location of the production facilities for each of the parties to the transaction pertaining to this period.

c) Indicate (if known) whether any one of the relevant parties or any one of their competitors have plans to expand or reduce their production or sales capacity in the near future.

6.5. Provide detailed information on the demand structure in the affected markets (in a way to cover the important points regarding the demand structure of the market such as the stages of the market [such as growth, maturity and decline], the estimated growth rate of demand, customer preferences [within the framework of issues such as pre and after sales services, brand loyalty and network effects], customer groups, regional distribution of customers, exclusive distribution agreements and importance of long-term agreements).

6.6. Provide information on the associations of undertakings in the affected markets. State the name, address, telephone and fax numbers of a person who may be contacted at these associations, and if available, the internet address of the association of undertakings.

7. Market entry conditions and potential competition

7.1. Provide information on the market entry conditions and potential competition in the affected markets (legal barriers to entry, economies of scale, network effects, restrictions arising from intellectual property rights, access to raw materials and sources of supply, production, establishment of distribution systems, advertisement, brand loyalty, etc.).

7.2. If there has been an undertaking that newly entered into the affected markets in the past five years, indicate the name, address, telephone and fax numbers, and the estimated market share of this undertaking, together with the name and last name of an authorized person who may be contacted where necessary.

7.3. If a new undertaking is expected to enter the affected markets in the near future, indicate the name and contact information of this undertaking.

8. Efficiency gains

If you think that pro-consumer efficiencies will arise as a result of the merger or acquisition, provide the information requested in this section.

8.1. State the efficiencies that are expected to arise as a result of the merger or acquisition transaction, if possible in a numerical form.

8.2. For each of efficiencies expected to arise as a result of the merger or acquisition;

a) State how the merger or acquisition will bring about the efficiencies in question and the duration and costs necessary for the efficiency gain.

b) Provide information on how the efficiency is measured.

c) Explain in detail how the consumers will benefit from the efficiency.

9. Joint ventures

9.1. If at least two of the parent undertakings operate in the same market as the joint venture, or in the downstream or upstream market of such market, or in a neighboring market that is closely related to such market;

a) Explain the grounds for your opinion if you think the formation of the joint venture would not lead to a coordination between independent undertakings that restricts competition within the meaning of Article 4 of the Law.

b) Without prejudice to your opinion stated under (a), explain the reasons why the transaction should be granted exemption within the framework of Article 5 of the Law.

10. Other issues concerning the notification

10.1. State any other issue that you would like to indicate regarding the notified merger or acquisition.

11. Annexes of the notification

In addition to the information given above, the parties shall attach the following documents to this Notification Form;

11.1. A copy of the final or current version of the agreement that brings about the notified merger or acquisition,

11.2. A copy of any other documents relating to the merger or acquisition,

11.3. Documents, approved by the relevant authorities, showing the latest balances of the undertakings in relation to the information requested under Article 3.3 of the Notification Form.

11.4. Plans, market inquiries and other studies (if available) belonging to the relevant parties, in relation to the affected markets, conducted by the parties to the transaction or third parties,

11.5. If a commitment is proposed in relation to the merger or acquisition, a signed commitment text that covers it in detail,

11.6. documents showing that the notifying person is authorized.

We acknowledge the accuracy of the information submitted in the notification form.