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Newsletter No.20 | 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 February-March 2025.
ANNOUNCEMENTS
Recently Initiated Investigations
- Agriculture and Organic Food:
- The Board launched an investigation against undertakings in the food sector to determine whether there had been a violation of Article 4 of the Law on price fixing and exchange of competitively sensitive information.
- 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 resellers.
- Media: The Board launched an investigation against undertakings offering subscription-based video-on-demand services for the broadcasting of creative production content such as films and series (Netflix, Disney+, Exxen, BluTV, Amazon, Gain) for a violation of (i) Article 6 of the Law by abusing its dominant position through imposing exclusivity conditions on producers/distributors/copyright holders and individuals involved in the talent pool; favoring its own original productions over independent producers’ productions on its platform and (ii) Article 4 of the Law through exclusive agreements and practices with content providers such as producers and distributors, as well as individuals involved in the talent pool like actors, directors, and screenwriters.
- Other Industries:
- The Board launched an investigation against Arzum Elektrik Ev Aletleri Sanayi ve Ticaret A.Ş., operating in the small home appliances sector to determine whether there had been a violation of Article 4 of the Law by determining the resale prices of its resellers and restricting internet sales.
- The Board initiated an investigation against Teknosa İç ve Dış Tic. A.Ş., Vatan Bilgisayar San. ve Tic. A.Ş., and Media Markt Turkey Tic. Ltd. Şti. to determine whether there had been a violation of Article 4 of the Law on indirect exchange of competitively sensitive information.
- The Board launched an investigation against Opet Petrolcülük A.Ş. to determine whether there had been a violation of Article 4 of the Law through its vertical agreements.
Recent M&A Notifications
During February – March 2025, the Board received 13 merger and acquisition notifications. The sectoral distribution of these is as follows;
- Media:
- Acquisition of sole control of Shutterstock, Inc. by Getty Images Holdings, Inc.
- Acquisition by Groupe Canal+ SAS of all or part of the shares in MultiChoice Group Limited not already owned by Groupe Canal+ SAS.
- IT Management & Software Industry:
- Acquisition of sole control of Verisurf Software, Inc. by Sandvik AB.
- Indirect acquisition of joint control over ECI Software Solutions, Inc. by Leonard Green & Partners L.P. as well as Apax Partners LLP.
- Acquisition of sole control of Mega Fortuna Teknoloji ve Yazılım A.Ş. by Aonic AB.
- Management Consultancy & Finance:
- Acquisition of all shares of Global Blue Group Holding AG by Shift4 Payments, Inc.
- Acquisition of indirect sole control over Namirial Holding S.p.A. and its subsidiaries by Ink (BC) Topco S.r.l.
- E-commerce:
- Acquisition of all of the shares of N11 Elektronik Ticaret ve Bilişim Hizmetleri A.Ş. by DMSF Holding Limited.
- Energy:
- Acquisition of all of the shares representing the capital of Vemus Yenilenebilir Enerji Üretim Sanayi Ve Ticaret A.Ş. by Paşa Hes Elektrik Üretim A.Ş. from Ado Madencilik Elektrik Üretim Sanayi ve Ticaret A.Ş. and Cem SAK.
- Acquisition of all of the shares of Aydost Enerji Üretim A.Ş. by Alfa Solar Enerji Sanayi Ve Ticaret A.Ş.
- Health:
- Acquisition of indirect joint control over Bluebird bio, Inc. by The Carlyle Group Inc. and SK Capital Investment VI, Ltd.
- Acquisition of control of CPI Holdco, LLC by Brookfield Corporation.
- Machine-Learning & Technology:
- Establishment of a joint venture (with operations in Saudi Arabia and potentially other countries in the Middle East and North Africa region) between Alat Technologies Company and TK Elevator Ibérica Holding S.L.U.
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. | Mackolik İnternet Hizmetleri Ticaret A.Ş. | Abuse of Dominant Position and Customer Restriction | 12,990,246.80 |
| 2. | İntema İnşaat ve Tesisat Malzemeleri Yatırım ve Pazarlama A.Ş. | Resale Price Maintenance | 64,812,992.37 |
| 3. | Biota Bitkisel İlaç ve Kozmetik Laboratuarları A.Ş. |
Resale Price Maintenance
|
31,295,633.86 |
| 4. | Derma Cos İlaç Medikal ve Kozmetik Sanayii ve İç Ticaret A.Ş. | ||
| 5. | Derma-Cos Kozmetik Sanayi Ticaret İthalat ve İhracat Ltd. Şti. | ||
| 6. | Astor Enerji A.Ş. / EFG Elektrik Enerji A.Ş. | Resale Price Maintenance
|
339,807,744.37 |
| 7. | Balıkesir Elektromanyetik Sanayi Tesisleri A.Ş. | 69,033,435.02 | |
| 8. | Beta Enerji ve Teknoloji A.Ş. | 32,315,343.47 | |
| 9. | Ekos Teknoloji ve Ticaret A.Ş. | 12,736,611.33 | |
| 10. | Eltaş Transformatör Sanayi ve Ticaret A.Ş. | 13,519,367.79 | |
| 11. | Eva Elektromekanik Sanayi ve Ticaret A.Ş. | 7,231,510.29 | |
| 12. | Monokon Elektrik Sanayi ve Ticaret A.Ş. | 898,433.90 | |
| 13. | Ulusoy Elektrik İmalat Taahhüt ve Ticaret A.Ş. | 19,272,557.17 | |
| 14. | SEM Transformatör A.Ş. | 42,379,948.55 |
SUMMARY OF KEY DECISIONS
Hepsiburada Decision [1]
The Board decided to initiate an investigation against D-Market Elektronik Hizmetler ve Ticaret A.Ş. (Hepsiburada) based on allegations of violating Article 4 of the Law by exchanging competitively sensitive information applying different pricing mechanisms. During the investigation, it was claimed that the automatic pricing mechanism affects the decision-making mechanisms of sellers in the position of buyers and may cause competitive concerns for future periods.
The Board decided that Hepsiburada.had not violated Article 4 of the Law. However a commitment text was submitted by HepsiBurada, as it may cause competitive concerns in the future. Accordingly Hepsiburada committed that the use of the pricing mechanism will not obligatory for sellers and that the data about the sellers who use or do not use this mechanism will not be shared with other sellers.
Birlik Hazır Beton ve Yapı A.Ş. and Limmer Beton İnşaat Sanayi ve Ticaret A.Ş. Decision [2]
The Board initiated an investigation against 20 undertakings operating in the ready-mixed concrete sector including Birlik Hazır Beton ve Yapı A.Ş. (Birlik) and Limmer Beton İnşaat ve Ticaret A.Ş. (Limmer) based on allegations of violating Article 4 of the Law by engaging in information exchange on labor markets.
During the onsite inspections, the Board not only gathered evidence revealing communication and exchange of information on increase rates and wages but also evidence revealing that competitors has access these information indirectly through its employees. The Board evaluated these evidences as exchange of competitively sensitive information and therefore violation of Article 4 of the Law. The investigation was concluded with a settlement for Birlik and Limmer and they have been imposed of an administrative fine.
Biota Bitkisel İlaç ve Kozmetik Laboratuarları A.Ş. Decision [3]
Within the scope of the preliminary investigation, the Board decided to impose an administrative fine at the rate of five per thousand of the gross revenues for the year 2023 pursuant to subparagraph (d) of the first paragraph of Article 16 of the Law due to the obstruction/difficulty of the on-site inspection conducted at Biota Bitkisel İlaç ve Kozmetik Laboratuarları A.Ş. (Biota).
In this decision, it has been evaluated whether only Biota or the entire economic entity it is part of should be held responsible for the act of obstructing/difficulty of the on-site inspection. It is observed that it impossible to separate one company from the other on the grounds that (i) the sole shareholder of all three companies namely Biota, Derma Cos İlaç and Derma Cos Kozmetik is the same, (ii) they operate in the same relevant market, (iii) they share the same management building, and (iv) their management teams are common. Additionally, the individual introduced as the Biota Discount Market Channel Manager, who carried out the act of obstruction/difficulty during the on-site inspection, was actually working within Derma Cos İlaç, as revealed by the information and documents requested during the preliminary investigation.
Therefore, it was concluded that Derma Cos İlaç and Derma Cos Kozmetik are within the same economic integrity as Biota and an administrative fine was imposed on the economic integrity on the grounds of obstructing the on-site inspection.
Tatko Lastik Sanayi ve Ticaret A.Ş. Decision [4]
Pursuant to the relevant decision of the Board, within the framework of the investigation opened against Tatko Lastik Sanayi ve Ticaret A.Ş. (Tatko) to determine whether there has been a violation of Article 4 of the Law, the claim that some of the documents obtained during the on-site inspection at Tatko were within the scope of the principle of privilege of attorney-client correspondence was resolved.
Since it is understood that the date of the documents claimed to have been subject to attorney-client privilege by Tatko predates the date of the investigation initiated against the undertaking, and an assessment has been made that they are not directly related to the exercise of the right to defence. As a result of the examination made within this framework, it was evaluated that the documents in question were not within the scope of the principle of confidentiality of attorney-client correspondence, as they did not constitute correspondence with an independent lawyer for the purpose of exercising the right of defence. In this respectthe Board decided to reject the request for the return of the documents requested by Tatko.
Acquisition of NN Hayat ve Emeklilik A.Ş. [5]
The Board authorised the acquisition of all shares and sole control of NN Hayat ve Emeklilik A.Ş. by Zurich Insurance Group Ltd. through Zurich Yaşam ve Emeklilik A.Ş.The Board decided to authorise the transaction on the grounds that there is horizontal or vertical overlap in the life insurance, health insurance and personal accident insurance and reinsurance services market considering 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, and the presence of strong competitors in the market.
Acquisition of Generali Sigorta A.Ş [6]
The Board authorised the acquisition of the sole control of Generali Sigorta A.Ş. by Kiler Holding A.Ş. 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. In this regard, the Board authorised the transaction by taking into consideration the competitive structure of the market, and the presence of strong competitors in the market.
Acquisition of İzocam Ticaret ve Sanayi A.Ş [7]
The Board authorised the acquisition of His Yalıtım İzolasyon İnşaat Madencilik San. ve Tic. A.Ş. through İzocam Ticaret ve Sanayi A.Ş. and the establishment of a joint venture by Compagnie de Saint-Gobain S.A and Kutayba Yusuf Ahmed Alghanim. The Board decided to authorise the transaction since there is horizontal or vertical overlap in the stone wool insulation materials market and stone wool sandwich panel market based on activities of the parties in Türkiye and no significant lessening of effective competition as a result of the transaction. Therefore, 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 PPR Holding A.Ş [8]
The Board authorised the acquisition of establishing sole control over Laplace Analytics Finansal Teknolojiler A.Ş. by acquiring a portion of the shares of Laplace Analytics Finansal Teknolojiler A.Ş., which is jointly controlled by Group A shareholders holding a certain portion of its shares and Group C shareholders holding a certain portion of its shares, by PPR Holding AŞ, which currently holds a certain portion of the company’s shares as a Group C shareholder and is controlled by Ahmed Faruk Karslı. The Board decided to authorise the transaction since there is horizontal or vertical overlap in the provision of technology and software services for investment brokerage services and investment brokerage services market based on 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, and the presence of strong competitors in the market.
GLOBAL ANTI-TRUST LAW UPDATES
Acquisition of Collins Aerospace by Safran USA Inc. [9]
The European Commission (the “Commission“) has granted a conditional approval, in accordance with the EU Merger Regulation, for Safran USA Inc.’s (“Safran”) proposed acquisition of a segment of Collins Aerospace’s (the “Target”) aerospace actuation business. This approval is contingent on Safran’s complete adherence to the commitments it has made.
To alleviate the European Commission’s competition concerns, Safran committed to selling off its entire North American trimmable horizontal stabiliser actuator systems (“THSA”)operations, which span facilities in both Canada and the United States, as well as related assets in Mexico.
These commitments effectively resolve the Commission’s concerns by eliminating any overlap in the THSA activities of the merging parties. The deal will also allow Safran to strengthen its position in the aerospace industry and broaden its range of offerings for civil and defense aircraft manufacturers. After receiving favorable responses during the market testing phase, the Commission determined that, with the proposed commitments, the transaction no longer poses a threat to competition. The approval remains conditional on Safran fully fulfilling these commitments. An independent trustee, acting under the Commission’s supervision, will oversee their proper execution.
It is also noted that on 20 December 2024, Safran entered into a purchase agreement with US-based Woodward Inc. concerning its THSA operations. However, the Commission’s current decision does not evaluate whether Woodward is a suitable buyer. That assessment will be handled through a separate buyer approval procedure.
