September 2020 - Turkish merger control activities in August continued the momentum gained in previous months. Merger control activity was higher compared to August 2019. As we have previously announced the oral hearings for the on-going investigations had been postponed for an in definite period by the Turkish Competition Authority (the "TCA") due to global pandemic. This had crippled the ability of the TCA to take final decisions on these investigations. Now the TCA is looking into the possibilities of conducting the oral hearings via an online platform.
Investigations against automotive companies
In August, the TCA-which three months ago launched an investigation into German automotive giants Audi, Porsche, Volkswagen, Mercedes-Benz and BMW-initiated an investigation against other players in the Turkish automobile industry.
The TCA, which at the end of June carried out dawn raids at automotive and leasing companies due to rapid increases in the prices of new and second-hand cars, launched an investigation against several companies in the industry including Dogus Otomotiv, Tofas and Ford-the main producers and distributors of automobiles in Turkey. In the statement made to the Public Disclosure Platform from these three listed companies, "In order to determine whether the distributors and car rental companies operating in the new and second-hand vehicle sales markets have violated Article 4 of Law No. 4054 on the Protection of Competition ("Turkish Competition Law"), investigative studies have been initiated by the TCA within the scope of the decision taken to initiate investigations against many companies in the sector, including our company." 1
The main reason behind this investigation is thought to be skyrocketing car prices after the expansion of credit by Turkish public banks in June. The prices of second-hand automobile was increased on average around 35% since the beginning of the year despite the pandemic.
Insurance Goliath: Merger of all government owned insurance companies into one
Another significant development in the Turkish competition landscape involves public insurance companies. As they have been placed under the Turkish Wealth Fund (an umbrella fund for nearly all government-owned companies) and their merger process under a single company has been on-going unabated 2, the TCA announced that the Non-Life Insurance Bancassurance Agreement signed by Günes Sigorta A.S. and Türkiye Vakiflar Bankasi T.A.O., and the Life and Pension Bancassurance Agreement signed by Vakif Emeklilik ve Hayat A.S. and Türkiye Vakiflar Bankasi T.A.O. have received negative clearance, as these agreements do not qualify as an anti-competitive agreement between undertakings within the scope of Article 4 of Turkish Competition Law. 3
The TCA approved the following merger control filings in August at the Phase I stage:
- Establishment of a joint venture by combining the asset management activities of Ostrum Asset Management owned by Natixis Investment Managers and La Banque Postale Asset Management owned by La Banque Postale.
- Acquisition by Nestle S.A. of sole control of some assets controlled indirectly by M.H. Alshaya Co and conclusively by the Alshaya Family.
- Acquisition of sole control of Sesa Ambalaj ve Plastik Sanayi Ticaret A.S. by Dogan Sirketler Grubu Holding A.S. via Öncü Girisim Sermayesi Yatirim Ortakligi A.S.
- Acquisition of sole control of Anadolu Göcek Marina Turizm Yatirimlari A.S., Dogus Didim Marina Isletmeciligi Turizm ve Ticaret A.S. and Dogus Turgutreis Marina Isletmeciligi Turizm ve Ticaret A.S by CVC Capital Partners SICAV-FIS S.A. which exists within the structure of CVC Group through several funds of CVC.
- Acquisition of joint control of Taishan Property & Casualty Insurance Co., Ltd. by a subsidiary of Münchener Rückversicherungs-Gesellschaft in München, ERGO Versicherung AG and Shandong Hi-Speed Group Corporation.
- Acquisition of sole control of Fujitsu Technology Solutions Bilisim Limited Sirketi by Teknoser Bilgisayar Teknik Hizmetleri Sanayi ve Dis Ticaret A.S.
- Establishment of Beijing Xin Yi Industry Consulting Service Co. Ltd. that will be joint control of Citic Construction Co. Ltd. and Itoche Corporation.
- Acquisition of of sole control of Nutrition & Biosciences, that will acquire Nutrition & Biosciences from DuPont de Nemours.
- Acquisition of sole control of Vivense Teknoloji Hizmetleri ve Ticaret A.S. by Sahara Holdings S.à.r.l. via Vivense S.à.r.l.
- Acquisition of sole control of Aras Kargo Yurt Içi Yurt Disi Tasimacilik A.S. by a subsidiary of Österreichische Post, Post 206 Beteiligungs GmbH.
- Acquisition of assets of Yildiz Sunta MDF Orman Ürünleri Sanayi Tesisleri Ithalat Ihracat ve Ticaret A.S., whose production activities have ceased, by Yildizlar Yatirim Holding A.S or its existing subsidiaries or subsidiaries to be newly established.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.