On 5 January 2023 (Friday), the Turkish Competition Authority (TCA) published on its website the M&A Overview Report for 2023 ("Report"), accessible here in Turkish. As a practice going back 11 years, the TCA publishes this report each year to provide statistical information on the concentrations that were on its radar through merger control filings. As before, the Report enables us to better understand the TCA's merger control workload and relevant trends.
Below are our key takeaways from the Report:
- Caseload in numbers: In 2023, the Turkish Competition Board (TCB) reviewed 217 transactions — where this number was 245 in 2022. This is an 11% decrease in the number of transactions reviewed. As such, the peak caseload of 310 filings in 2021 seems to be left behind following the increase of the jurisdictional thresholds in 2022.1 This year's figure of 217 is also slightly lower than the average number of reviewed filings in the last decade (219). However, macroeconomic conjuncture in Turkey will tell if this workload is soon to change or if it will stay the same.
- Geographical scope: A total of 94 concentrations that the TCB reviewed in 2023 had Turkish targets. On the other hand, 113 concentrations were non-Turkish entities' transactions realized outside Turkey. In this respect, it is safe to say that the TCA's long-established policy choice to claim jurisdiction over certain offshore transactions with no Turkish nexus continues to account for a considerable part of its workload.
- Who's buying and who's selling Turkish targets: With respect to Turkish-targeted transactions, (i) 39 transactions had only Turkish parties, whereas (ii) 34 transactions had Turkish and non-Turkish parties and (iii) nine transactions only had non-Turkish parties.
The top three industries in terms of M&A transactions with Turkish targets (based on number of transactions) were reported as (i) electrical energy production, transmission and distribution, (ii) computer programming, consultancy and related activities, and (iii) other wholesale trade in stores allocated to a specific good.
- Privatizations: The TCB concluded three privatizations, which concern the sectors of furniture, textile goods, clothing and manufacturing.
- Commitments and Phase II reviews: According to the Report, the TCB did not adopt a conditional approval decision in 2023. Put differently, no concentration that the TCB cleared in 2023 required behavioral or structural commitments to remove any competitive concerns. In terms of Phase II reviews, the TCB took one concentration into this more thorough review process.
- The review timing: It took the TCB an average of 13 calendar days to decide on a complete/later on completed filing. Although providing an indication as to how quickly the TCA moves forward upon a full filing, this data does not factor in the time spent over several requests for information, which transaction parties and/or third-party market players often respond to in merger control cases, for the sake of completing a filing.
Overall, the Report summarizes and quantifies the TCA's merger control activity in 2023. The data in the Report will be of value next year to compare and understand how the macroeconomic developments affected merger control in Turkey.
Footnote
1. Our legal alert on the issue is accessible here in English.
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