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Newsletter No.19 | Competition market overview
This competition law newsletter provides information on the latest developments in relation to the Turkish competition market and the implementation of Law No 4054 on the Protection of Competition (the “Law“) in light of recent announcements and publications by the Competition Authority (the “Authority“) and decisions of the Competition Board (the “Board“) published in November-December 2024 and January 2025.
ANNOUNCEMENTS
Recently Initiated Investigations
– Agriculture and Organic Food
- The Board launched an investigation against 14 undertakings operating in the hybrid industrial gherkin seed and hybrid vegetable and fruit seeds markets, in order to determine whether there had been a violation of Article 4 of the Law on price fixing and competition-sensitive information exchange.
- The Board initiated an investigation against Pure Organic Gıda A.Ş. to determine whether there had been a violation of Article 4 of the Law by determining the resale price of its buyers.
– Media
- The Board launched an investigation against the Association of Casting Agencies and casting agencies and managers for a violation of Article 4 of the Law.
– Other Industries
- The Board initiated an investigation after the Ankara 5th Administrative Court annulled the decision dated 12 January 2023 and numbered 23-03/39-16, taken as a result of the investigation into the allegation that EAE Elektrik Asansör Endüstrisi İnşaat Sanayi ve Ticaret A.Ş. made misleading and disparaging statements about its competitor’s products, thereby inducing customers to purchase its products.
- The Board launched an investigation against Koroplast Temizlik ve Ambalaj Ürünleri Sanayi ve Dış Ticaret A.Ş., Provel Sanayi ve Ticaret A.Ş. and VND Global Plastik A.Ş. to determine whether there had been a violation of Article 4 of the Law.
- The Board initiated an investigation against Sahibinden Bilgi Teknolojileri Pazarlama ve Ticaret AŞ in accordance with Article 41 of the same Law in order to determine whether that undertaking had violated Article 6 of the Law No. 4054 on the Protection of Competition.
Recently Initiated M&A Notifications
During November-December, the Board received 37 merger and acquisition notifications. The sectoral distribution of these is as follows;
– Media
- Acquisition of sole control over Huzur Radyo TV by The Walt Disney Company
– IT Management & Software Industry
- Acquisition of all the shares in, and therefore sole control of, UAB Pixelmator Team by Apple Distribution International Ltd.
- Acquisition of all the shares in Paxie Games Oyun ve Yazılım Anonim Şirketi by DoubleU Games Co., Ltd.
– Chemical Industry
- Acquisition of the nitrocellulose branch of activity of International Flavors and Fragrances, Inc. by Blitz F24-463 GmbH.
- Acquisition of all the shares in (excluding shares in certain companies) and assets of the Heubach Group by Sudarshan Europe B.V., wholly owned by Sudarshan Chemical Industries Limited.
- Acquisition of shares in OQ Chemicals International Holding GmbH and OIG OQ Infrastruktur GmbH by Atlantik Advisors GmbH & Co. KG.
- Acquisition of de facto sole control over OQ Chemicals International Holding GmbH and OIG OQ Infrastruktur GmbH, each together with its subsidiaries, by investment funds managed directly or indirectly by Strategic Value Partners, LLC and its affiliates.
- Acquisition of certain product groups of the Pharmaceutical Solutions Business Unit and the Nutrition Business Unit of International Flavours & Fragrances Inc. by Roquette Frères S.A.
– Management Consultancy & Finance
- Acquisition of RNV Analytics Teknoloji ve Danışmanlık A.Ş. by Türkiye Kalkınma Fonu- Kalkınma Girişim Sermayesi Portföy Yönetimi A.Ş. Kalkınma ODTÜ Teknokent Venture Capital Investment Fund, Arz Gayrimenkul ve Girişim Sermayesi Portföy Yönetimi A.Ş. Teknogirişim Venture Capital Investment Fund, Arz Gayrimenkul ve Girişim Sermayesi Portföy Yönetimi A.Ş. Beşinci Girişim Sermayesi Yatırım Fonu and Inveo Ventures Girişim Sermayesi Yatırım Ortaklığı A.Ş. through a share transfer.
- Acquisition of sole control over ZestFinance, Inc. by Insight Venture Management, LLC through ZF Buyer.
- Acquisition of joint control over BHL Turkey Teknoloji A.Ş. by Alma Ventures S.A. and Ömer Paksoy.
- Acquisition of joint control over FCA Compania Finaciera by Stellantis Financial Services Europe, controlled by Stellantis N.V., and Banco Bilbao Vizcaya Argentaria.
- Acquisition of joint control over Equals Group Plc. by TowerBrook Capital Partners and J.C. Flowers & Co. LLC.
- Acquisition of indirect sole control of Odea Bank A.Ş. by Abu Dhabi Developmental Holding Company P.J.S.C.
- Acquisition of sole control of Stamina TopCo B.V. and ultimately Synthon B.V. by Skio Bidco B.V.
– Construction
- Establishment of a new joint venture between Prime Synthetic Solutions Ltd. and Officine Maccaferri S.p.A.
– Energy
- Acquisition of 8.54% of the shares in Baren Enerji Üretim Sanayi ve Ticaret A.Ş. by Limak Yatırım Enerji Üretim İşletme Hizmetleri ve İnşaat A.Ş. from Day Tarım İnşaat Dış Ticaret A.Ş., whereby Limak Yatırım Enerji Üretim İşletme Hizmetleri ve İnşaat A.Ş. established sole control over Baren Enerji Üretim Sanayi ve Ticaret A.Ş.
- Acquisition of the Australian steelmaking (metallurgical) coal portfolio of Anglo American plc by Peabody Energy Corporation.
- Acquisition of joint control of Calisen Midco I Limited and its direct and indirect subsidiaries by EQT Active Core Infrastructure, an investment fund managed by EQT Fund Management S.à r.l and Leigh Investment Pte. Ltd.
- Acquisition of 100% of the shares in Park Holding A.Ş. in Ciner Yayın Holding A.Ş. to Doğal Yaşam İnşaat ve Taahhüt A.Ş.
- Acquisition of 50% of the shares in Aschem Petrokimya Sanayi Anonim Şirketi by Turan TARİ and the establishment of joint control over Aschem Petrokimya Sanayi Anonim Şirketi by Özlem BAŞER and Turan TARİ.
– Food & Agriculture
- Acquisition of sole control over Kellanova by Mars, Incorporated.
- Acquisition of sole control over Rabigh Refining and Petrochemical Company by Saudi Arabian Oil Company.
- Acquisition of a certain portion of the shares in CW Solar Cell Enerji A.Ş. by Danasun Solar Singapore Pte Ltd. and thus the establishment of joint control over CW Solar Cell Enerji A.Ş. by CW Enerji Müh. Tic. ve San. A.Ş. and Danasun Solar Singapore Pte Ltd.
- Acquisition of all the shares in Efeler Çiftliği Tarım Ve Hayvancılık A.Ş. (“Efeler Çiftliği”) by Altınmarka Gıda Sanayi ve Ticaret A.Ş.
– Health
- Acquisition of 100% of the capital of Lmb Medikal Ekipmanlar Sanayi ve Ticaret A.Ş. and 100% of the capital of Novel Medikal Ekipmanları Sanayi ve Ticaret A.Ş. by MacoPharma Group through Groupe Maco Pharma International GMPi S.A.
- Acquisition of sole control over Opella Healthcare by Clayton Dubilier & Rice.
– Machine-Learning & Technology
- Acquisition of sole control over Piromet Pirometalurj Malzeme Refrakter Makina San. Tic. A.Ş by Vesuvius plc.
- Acquisition of sole control over Systemair Hsk Havalandırma Endüstri Sanayi ve Ticaret AŞ by Systemair AB.
- Acquisition by affiliates of Siris Capital Group, LLC and funds and/or investment vehicles managed by Elliott Investment Management LP of common control over Ginsberg Intermediate LP, and thereby indirectly acquiring common control over Gigamon Inc.
- Acquisition of sole control over Optical Solutions Group branch of activity over Synopsys, Inc. by Keysight Technologies, Inc.
- Acquisition of joint control over Uptechlabs Bilişim ve Elektrik Teknolojiler A.Ş. by Sabancı Holding and Mert Kalaycı.
- Acquisition of the assets of the “geomagic” branch of activity, which is engaged in the development and marketing of software for scanning, editing and analysing 3D data of 3D Systems Corporation by Hexagon Manufacturing Intelligence, Inc. and ultimately Hexagon AB.
- Acquisition of joint control over Presify Analitik Yazılım A.Ş. by Saves Enerji A.Ş. and Inavıtas Enerji A.Ş.
- Acquisition of all the shares in Elmer Yazılım Danışmanlık ve Ticaret Limited Şirketi by Infonet Bilgi Teknolojileri Ticaret Anonim Şirketi.
- Acquisition of sole control of the residential and light commercial HVAC branch of activity of Johnson Control International plc, including Johnson Controls-Hitachi Air Conditioning Holding (UK) Ltd, by Robert Bosch GmbH.
- Acquisition by Nidec Corporation of sole control over Makino Milling Machine Co Ltd. through a Tender Offer and the subsequent mandatory delisting of all outstanding shares (excluding Makino’s treasury shares).
- Acquisition of all the shares in Adyouneed S.A.S. by Appier Pte Ltd.
- Acquisition of all the shares held by Russell Square Holding B.V. in Ingage Dijital Pazarlama Hizmetleri A.Ş. by Zer Merkezi Hizmetler Ticaret A.Ş.
- Acquisition of 30.85% of the shares in Turan Teknoloji A.Ş. by Birleşik Ödeme Hizmetleri ve Elektronik Para A.Ş. which increases its total shareholding to 65%.
- Establishment of a new joint venture, C-D Compression Technologies LLC, between Daikin Industries, Ltd. and Copeland LP.
Completed Investigations
Below is a summary of completed investigations that resulted in administrative fines, including the type of violation and the administrative fines imposed:
| No | Name of the Undertaking | Violation Type | Administrative Fine (TRY) |
| 1. | Menarini Sağlık ve İlaç Sanayi Ticaret A.Ş. | Exchange of Competitively Sensitive Information | 42,148,808.07 |
| 2. | Genveon İlaç Sanayi ve Ticaret A.Ş. | Employee Non-Solicitation Agreements | 35,722,195.45 |
| 3. | Viking Kağıt ve Selüloz Sanayi ve Ticaret A.Ş. | Resale Price Maintenance | 9,073,292.11 |
| 4. | Başkent Ankara Yayıncılık Eğitim Hizmetleri San. ve Tic. Ltd. Şti | Resale Price Maintenance | 2,862,112.41 |
| 5. | Uzman Kariyer Kitabevi Yayın Dağıtım Eğitim ve Öğretim Hizmetleri Giyim Gıda Tic. Ltd. Şti. | Resale Price Maintenance | 1,672,043.30 |
| 6. | Piromet Pirometalurji Malzeme Refrakter Makine Sanayi ve Ticaret A.Ş. | Resale Price Maintenance | 6,854,747.87 |
| 7. | Asmaş Ağır Sanayi Malzemeleri İmal ve Ticaret A.Ş. | Resale Price Maintenance | 8,316,022.13 |
| 8. | Kadıoğlu Kırtasiye Pazarlama Ticaret A.Ş. | Resale Price Maintenance | 7,432,445.61 |
SUMMARY OF KEY DECISIONS
Undertakings Operating in the Fertiliser Sector Decision [1]
The Board decided to open an investigation against undertakings operating in the fertiliser sector based on allegations of violating Article 4 of the Law by exchanging competitively sensitive information. During the investigation, it was claimed by the undertakings operating in the fertiliser sector that the fertiliser prices, which were indexed to the exchange rate, did not reflect the changes in the exchange rate to the fertiliser prices, although they directly reflected the increases in the exchange rate.
In its assessment, As a result of the assessment made by the Board, the Board decided that the undertakings operating in the fertiliser sector had not violated Article 4 of the Law and decided that it was not necessary to impose administrative fines on the relevant undertakings.
Oriflame Kozmetik Ürünleri Ticaret Ltd. Şti. Decision [2]
The Board initiated an investigation into Oriflame Kozmetik Ürünleri Ticaret Ltd. Şti. (“Oriflame”) based on allegations of violating Article 4 of the Law by determining resale prices of buyers and restricting internet sales.
In its assessment, the Board evaluated the correspondence obtained as a result of on-site examinations and reached the conclusion that certain restrictions imposed on the passive sales of dealers may be considered as a violation of the Law. Following this evaluation, the Board accepted the commitment text submitted by Oriflame, which proposed changes to the dealership agreements to address these concerns and establishing an exclusive distribution system for customer groups.
Google Decision [3]
The Board decided to open an investigation against the economic entity consisting of Alphabet Inc., Google LLC, Google International LLC, Google Ireland Limited, Google Reklamcılık ve Pazarlama Ltd. Şti. for alleged violations of Article 6 of the Law, abuses of its dominant position in the general search services market through certain features on the search engine results page.
During the investigation, The Board decided that the economic entity consisting of Google Reklamcılık ve Pazarlama Ltd. Şti., Google International LLC, Google LLC, Google Ireland Limited and Alphabet Inc. is in a dominant position in the general search services market and that this economic entity does not violate Article 6 of the Law in the general search services market through certain features on the search engine results page. As a result of the investigation, the Board decided to not impose an administrative fine.
Decision on Undertakings Operating as Motor Vehicle Driving Courses [4]
The Board decided to open an investigation against Undertakings Operating as Motor Vehicle Driving Schools, based on allegations of violating Article 4 of the Law. The Board imposed administrative fines on undertakings operating as motor vehicle driving courses for violating Article 4 of the Law due to their actions aimed at determining course prices and restricting the supply and limiting competition.
During the Board’s investigation, a price fixing agreement was made by some undertakings operating as motor vehicle driving schools in Uşak province, the prices determined at regular meetings were revised at certain intervals, a contract titled “Price Protocol” was signed by the driving schools party to the agreement, in addition to the single price agreement, the number of course fee instalments was also jointly determined, penal sanctions were imposed for driving schools below the determined price, True Özel Araştırma ve Danışmanlık Tic. San. Ltd. Şti. for the audit of compliance with the agreement.
The investigation was concluded with a settlement, as a result of which the Board decided to impose an administrative fine on undertakings operating as motor vehicle driving courses for violating Article 4 of the Law.
Decision on Private Schools operating in Kocaeli [5]
The Board initiated an investigation into private schools operating in Kocaeli based on allegations of violating Article 4 of the Law by jointly determining training and meal prices and engaging in anti-competitive actions on the labour market. The investigation was concluded with a settlement.
During the investigation, it was found that some private schools, parties to the investigation, had intervened in the training and meal prices and teachers’ salaries. The Board received a settlement request from the private schools. As a result of the settlement, the Board decided to impose an administrative fine on private schools operating in Kocaeli for violating Article 4 of the Law.
Acquisition of MIM Software Inc. by GE Healthcare Technologies, Inc. [6]
The Board authorised the acquisition of sole control over MIM Software Inc. by GE Healthcare Technologies, Inc. The Board decided to authorise the transaction since there is no horizontal overlap in the activities of the parties in Türkiye and no significant lessening of effective competition as a result of the transaction. For this reason, the Board authorised the transaction by taking into consideration the competitive structure of the market, the presence of strong competitors in the market.
Acquisition of Arteno Bilgi Teknolojileri ve Danışmanlık Hizmetleri A.Ş. by Adesso SE [7]
The Board authorised the acquisition of all the shares in Arteno Bilgi Teknolojileri ve Danışmanlık Hizmetleri A.Ş. by Adesso SE. The Board decided to authorise the transaction since there is no horizontal or vertical overlap in the activities of the parties in Türkiye and no significant lessening of effective competition as a result of the transaction. For this reason, the Board authorised the transaction by taking into consideration the competitive structure of the market, the presence of strong competitors in the market.
Acquisition of Kemer Medical Center Özel Sağlık Hizmetleri Turizm ve Ticaret A.Ş. by Koç Holding A.Ş. [8]
The Board approved the acquisition of shares and sole control over Kemer Medical Center Özel Sağlık Hizmetleri Turizm ve Ticaret A.Ş., which operates in the private hospital management sector in Antalya under the Anatolia Hospital brand, by Koç Holding A.Ş. The Board decided to authorise the transaction since there is no horizontal overlap in the activities of the parties in Türkiye and no significant lessening of effective competition as a result of the transaction. The vertical overlap in the market for the production and sale of disposable medical products and in the market for the operation of private hospitals was assessed by the Board not to be of a nature that would result in a significant lessening of competition. In this respect, the Board authorised the transaction by taking into consideration the competitive structure of the market, the presence of strong competitors in the market.
GLOBAL ANTI-TRUST LAW UPDATES
Acquisition Infinera by Nokia [9]
The European Commission (the “Commission“) has approved unconditionally the acquisition of Infinera Corporation (“Infinera”) by Nokia Corporation (“Nokia”). Both Nokia and Infinera provide optical transport equipment that facilitates data transmission through optical fibre cables. According to the parties, the merger will enable the combined entity to achieve the necessary scale in its optical networking business, accelerate its product development, and compete more effectively with larger rivals in the market. The Commission examined the effect of the transaction on both the global or EEA markets for optical transport equipment and the more specific segments of these markets, categorised by the type/application of the equipment. Following its investigation, the Commission concluded that the combined market shares of Nokia and Infinera in the global or EEA optical transport equipment markets, as well as in the narrower market segments, are moderate. Additionally, it determined that there are multiple credible competitors in these markets who, after the transaction, will maintain sufficient competitive pressure on Nokia. As a result, the Commission determined that the proposed acquisition would not pose any competition concerns in the EEA and approved the transaction without conditions.
Pierre Cardin Decision [10]
The Commission has imposed a €5.7 million fine on Pierre Cardin and its largest licensee, Ahlers, for violating EU antitrust regulations by limiting cross-border sales of Pierre Cardin-branded clothing and restricting sales of these products to certain customers. The Commission’s investigation revealed that, between 2008 and 2021, Pierre Cardin and Ahlers engaged in anticompetitive agreements and engaged in concerted practices to protect Ahlers from competition in the EEA countries where it held a Pierre Cardin licence, violating Article 101 of the Treaty on the Functioning of the European Union (TFEU) and Article 53 of the EEA Agreement. Specifically, the Commission found that these anticompetitive agreements and concerted activities were designed to prevent other Pierre Cardin licensees and their customers from selling Pierre Cardin-branded clothing—both online and offline—(i) outside their licensed territories and/or (ii) to discount retailers offering the clothing at lower prices. The main goal of the coordination between Pierre Cardin and Ahlers was to guarantee Ahlers’ complete territorial protection in the countries covered by its licensing agreements with Pierre Cardin in the EEA.
