The Turkish Competition Authority (« TCA« ) published its 2022 Annual Report (the « Report« ) on its website on 23 August 2023. The Report includes the TCA’s activities for 2022 and related statistical data in comparison with previous years, changes in the legislation and the TCA’s goals and policies.

Recap of 2022 in number

In 2022, the Competition Board (the « Board« ) rendered a total of 342 decisions, 245 of which were mergers&acquisitions and privatisation decisions, 78 infringement decisions and 19 exemption and negative clearance decisions.

• Out of 78 infringement decisions, 24 decisions came from preliminary investigations and 54 decisions were made as a result of investigations.
• As regards the preliminary investigation decisions, the grounds for allegations were not found sufficient in 20 files. In respect of the investigations, 34 files were concluded with the settlement mechanism and 5 files were concluded with the commitments mechanism.
• The food industry, machinery industry, health services, information technologies & platform services, and chemistry & mining are the top five sectors in closed investigations.
• The infringement decisions totalled approximately TRY 1.73 billion in administrative fines in 2022. The distribution of the administrative fines by sector for the last three years (between 2020-2022) is specified as follows:

• The Board reviewed a total of 245 applications, including 2 mergers, 160 acquisitions, 76 joint ventures and 7 privatisations.
• Compared to last year, there was an approximate 21% decrease in the number of notified merger, acquisition, joint venture and privatisation transactions. This decrease can be explained by the increase in the turnover thresholds for mergers and acquisitions requiring permission with Communiqué No 2022/2 dated 4 May 2022.
• The highest number of merger and acquisition decisions relate to the chemistry & mining, information technologies & platform services, banking, capital markets, finance & insurance services, healthcare and infrastructure sectors. Decisions regarding these sectors constitute approximately 52% of all merger and acquisition decisions. These five sectors are followed by the automotive & vehicles, logistics, warehousing & mail, construction, food industry and machinery sectors.
• Out of 245 mergers and acquisitions reviewed by the Board, 209 were granted unconditionally and two with conditional permissions.
• The Board concluded that 34 of the merger/acquisition transactions were out of scope or not subject to permission. Three transactions were taken into final examination and one transaction was authorised within the framework of the commitments offered by the reporting parties.
• Although the duration of the merger and acquisition transactions notified to the TCA varies according to the scope of the file and the volume of the transaction, the TCA announced that applications are finalised after an average of 15 days from the last notification date (the last day of information sharing).
• Regarding the origin of the target companies, we note that in 82 of the 245 mergers and acquisitions reported, the target companies were established in Turkey. In 36 transactions, foreign investors invested in Turkish companies.
• Investors from the Netherlands and the United Arab Emirates are the leaders in investing in Turkish companies with a total of 5 transactions each.
• The total foreign investment for mergers, acquisitions involving Turkish companies amounts to TRY 43 billion.
• A total of 19 exemption/negative clearance cases, including four negative clearances and 15 exemptions, were resolved. The highest number of exemption/negative clearance examinations were in the banking, capital markets, financial and insurance services, healthcare, food industry, chemistry and mining sectors.

Changes in legislation

• Amended secondary regulations:

In 2022, there were some amendments on the following secondary regulations:

• Communiqué No.2022/2 Amending the Communiqué on Mergers and Acquisitions Requiring Authorisation from the Competition Board (No.2010/4) was published in the Official Gazette No 31768 dated 4 March 2022
• Communiqué No.2022/3 Amending the Communiqué on the Procedures and Principles to be Pursued in Pre-notifications and Authorisation Applications to be Filed with the TCA in order for Acquisitions via Privatisation to Become Legally Valid (No.2013/2)
• The Regulation Amending the Regulation on the Settlement Procedure to be Applied in Agreements Restricting Competition, Concerted Actions and Decisions, and Investigations Regarding an Abuse of a Dominant Position
• The Directive on the Procedures and Principles Regarding On-Site Inspections
• Guidelines on Evaluation of Horizontal Mergers and Acquisitions
• Guidelines on Evaluation of Non-horizontal Mergers and Acquisitions

• Update for 2022 on the Lower Limit of Administrative Fines: The Communiqué Regarding the Increase in the Lower Limit of the Administrative Fines to be valid until 31 December 2022 Stipulated in the first paragraph of Article 16 of Law No 4054 on the Protection of Competition entered into force.

Considerations

• The TCA has carried out an increasing number of sector studies. These sector studies are aimed at identifying and solving behavioural and/or structural competition issues related to the sector or the markets. Accordingly, their objective is to prevent possible infringements. As of the end of 2022, the TCA’s sector studies on « automotive », « fast moving consumer goods retailing », « container transportation by regular lines and container port services market », « fuel », « online advertising » and « pharmaceutical » markets are ongoing. These examinations are important in terms of identifying competition problems in the relevant areas and determining proactive solutions to establish competitive functioning.
• The TCA will continue its efforts to implement the necessary secondary regulations in order to increase the effectiveness of competition law practices, improve the mechanisms for gathering evidence, and ensure timely and accurate intervention in changing markets. Identifying markets with market imperfections and/or high potential for competition infringement is of primary importance for the TCA. Therefore, the TCA has included the studies to be carried out to identify these areas in its future plan. Finally, the TCA emphasised that achieving the goals and objectives at the desired level is only possible by having sufficient institutional capacity, and in this context, the TCA states that it will work to develop human resources through programmes, seminars and various activities.