Turkish Competition Board Clears TAV–Fraport Transaction: A Deep Dive Into Control Assessment And Retrospective Scrutiny

1. Introduction

The Turkish Competition Board (the "Board") granted unconditional clearance for the establishment of a new joint venture dedicated to the operation of food and beverage areas at Antalya Airport, to be formed pursuant to a "Shareholders' Agreement" between Fraport Turkiye Havalimanı Yatırımları A.Ş. ("Fraport Turkiye"), a wholly owned subsidiary of Fraport AG Frankfurt Airport Services Worldwide ("Fraport"), and BTA Havalimanları Yiyecek ve İçecek Hizmetleri A.Ş. ("BTA"), a wholly owned subsidiary of TAV Havalimanları Holding A.Ş. ("TAV").¹ The notified transaction entails the incorporation of a jointly controlled entity that will assume responsibility for the operation of both existing and newly constructed F&B areas within the airport, for a period aligned with the duration of the new concession agreement granted to the TAV-Fraport consortium. However, although formally notified as the establishment of a joint venture, the Board concluded