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Two-minute recap of recent developments in Turkish competition law – March 2020

6 April 2020 – March was an extremely complicated month around the globe. We are passing through unprecedented times due to COVID-19 outbreak. We wish you a safe and healthy April and happy Easter.

Despite starting to work from home from mid-March, the Turkish Competition Authority (“TCA”) concluded several investigations and merger control filings last month. The number of decisions resembled an ordinary, if not busy, month for the TCA. We expect to see the impacts of the outbreak on the case load starting in May.

With regards to the response against COVID-19, the TCA has made two announcements related to price gouging, which we covered in our previous article. To date, the TCA has shown businesses a “stick” but has not offered any “carrots”.

Oral hearings have been post-postponed indefinitely, and this will cripple the TCA’s ability to resolve on-going investigations. We can expect that an online solution will be in place soon. Other filings such as mergers and acquisitions or the submission of petitions such as defences can be made online.

Anti-trust enforcement

The TCA concluded the following investigations in March:

  • The TCA imposed administrative monetary fines totalling TRL 1.5 billion (EUR 212 million) on BP, OPET, Petrol Ofisi, Shell & Turcas for their conduct against retailers. The allocation of fines are as follows: EUR 29.2 million for BP; EUR 69.5 million for Petrol Ofisi; EUR 47.6 million for Shell & Turcas; and EUR 59.5 million for OPET. The TCA concluded that Güzel Enerji (former Total Oil) did not participate in the infringement.
  • The TCA considered that vertical agreements of Baymak (a subsidiary of BDR Therma) with its dealers violated Article 4 of Law No. 4054 on the Protection of Competition (the “Competition Law”) and imposed an administrative fine in the amount of TRL 26.8 million (EUR 3.7 million). The TCA also ordered Baymak to remove the clause that restricts the ability of dealers to sell to designated customers.
  • The TCA fined nine undertakings in the traffic signalisation market for bid rigging and imposed administrative monetary fines varying from 2% to 3% of their annual turnovers.
  • The TCA found that eight ready-mixed concrete undertakings operating in the middle Anatolian province of Yozgat violated Article 4 of the Competition Law by price-fixing and market-sharing and imposed on each undertaking an administrative monetary fine of 1.2% of their annual turnover.
  • The TCA concluded its investigation concerning resale price maintenance by home furniture makers Bellona, İstikbal and Yön. The TCA imposed an administrative fine of TRL 5.8 million (EUR 0.8 million) on Bellona for violating Article 4 of the Competition Law and ruled that Erciyas and Yön did not violate the law.

Merger Control

The TCA initiated a Phase-II investigation for the following transactions:

  • Acquisition of sole control of Gülçiçek by Fragar (Europe) SA.
  • Acquisition of sole control of Kümaş Manyezit by RHI Magnesita GmbH via Radex Vetriebsgesellschaft m.b.H.

The TCA approved the following merger control filings at the Phase I stage:

  • Acquisition of sole control of Hexcel Corporation by Woodward Inc. as a result of the merger of Hexcell Corporation and Genesis Merger Sub, a subsidiary of Woodward Inc.
  • Acquisition of a limited number of shares by Elliot Associates, L.P. and Elliott International L.P. that provide voting right in EP Energy Corporation’s capital.
  • Acquisition of sole control of Joseph Dresselhaus Gmph & Co. by Nimbus Investments CVVIII B.V.
  • Acquisition of sole control of OSRAM Licht AG by Ams AG.
  • Acquisition of a limited number of shares of Evciler Kimya Madencilik ve Değerli Metaller San. ve Tic. A.Ş. by Tesla Recycling Sp. z o. o. sp. k.
  • A joint venture between Toyota Financial Services Corporation and Mitsui & Co. Ltd.
  • Acquisition of sole control of Condor Flugdienst GmbH by Polska Grupa Lotnicza S.A. via its subsidiary PGL Germany II Gmbh
  • Establishment of a joint venture between Dgpays Bilişim Hizmetleri A.Ş. and Doğuş Bilgi İşlem ve Teknoloji Hizmetleri A.Ş. that will operate in the area of payment services and loyalty programmes.
  • Acquisition of Güzel Enerji Akaryakıt A.Ş. and Milan Petrol Sanayi ve Ticaret A.Ş. by OYAK.
  • Acquisition of control of Fairmont hotels by Parks Bottom Co Real Estate Holding Inc.
  • Acquisition of joint control of Baosteel Special Steel Shaouguan Co. Ltd by JFE Steel Corporation.
  • Acquisition of sole control of Doruk Ilgaz Turizm Gıda Madencilik Nakliyat Sanayi ve Ticaret A.Ş. by Kızılay Gayrimenkul ve Girişim Sermayesi Portföy Yönetimi A.Ş. Birinci Girişim Sermayesi Yatırım Fonu
  • Acquisition of sole control of Mitsubishi Hitachi Power Systems Ltd. by Mitsubishi Heavy Industries Ltd.
  • Acquisition of joint control of PCC Oxyalkylates Malaysia Sdn. Bhd. by PETRONAS Chemicals Group Berhad.
  • Acquisition of sole control of Tech Data Corporation by investment funds managed by subsidiaries of Apollo Managements, L.P
  • Acquisition of a manufacturing facility and certain relevant assets in Gebze Plastikçiler Organize Sanayi Bölgesi of Sandoz İlaç San. ve Tic. A.Ş. by Generica İlaç San. ve Tic. A.Ş.
  • Acquisition of sole control of Tiryaki Argo Gıda Sanayi ve Ticaret A.Ş. by Tiryaki Holding A.Ş. and subsequent establishment of joint control of Sunrise Foods International Inc. by Anatolia B.V. and Hassad Food Company QPSC.
  • Acquisition of joint control of MMX Finance, LLC by ViacomCBS Inc. via Viacom International Inc.
  • Acquisition of joint control of Astoria Project Partners LLC and Astoria Project Partners II LLC by APG Group NV, California State Teachers’ System and Münchener Rückversicherungs-Gesellschaft.
  • A joint venture between Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München and Dr. Ing. h.c. F. Porsche Aktiengesellschaft and its subsidiary MHP Management -und IT-Beratung GmbH.
  • Acquisition of sole control of Renk AG by Triton Fund V via Rebecca BidCo GmbH.
  • Acquisition of sole control of Asiana Airlines Inc. by HDC Hyundai Development Company.

For more information please contact Bulut Girgin, Counsel, at

e-mail

, and Ceren Ceyhan, Associate, at .