Where To Draw The Line? - Shifting Alliances Under Turkish Merger Control Regime

1. Introduction

The Turkish Competition Board ("Board") determined that the transaction concerning the acquisition of 51% of the shares in Andar Elektromekanik Sistemler Sanayi ve Ticaret AŞ ("Andar") by H. Ibrahim Bodur Holding AŞ ("HIB Holding") does not constitute a concentration under Turkish merger control regime given that the transaction results in a shifting alliances structure post-transaction. As a result of its assessment under Article 4 of Law No. 4054 on the Protection of Competition ("Law No. 4054"), which prohibits anticompetitive agreements, the Board granted negative clearance to the transaction on the grounds that it does not have the object or effect of restricting competition (the "Decision").¹ The Decision is notable for the Board's analysis of the control structure of Andar post-transaction (in particular, the assessment of a shifting alliances structure).