Corporate and M&A

Contact: Nilsun Gursoy; Erdem & Erdem (Turkey)

International Agreements

• The Resolution of the Council of Ministers dated 26.10.2015 and numbered 2015/8206 on the Ratification of Addendum No. 1 to the Financing Agreement between the Government of the Republic of Turkey and the European Commission Concerning the National Programme for Turkey under the Instrument for Pre-accession Assistance – Transition Assistance and Institution Building Component for the Year 2012 was published in the Official Gazette dated 22.11.2015 and numbered 29540.
• The Resolution of Council of Ministers dated 09.11.2015 and numbered 2015/8211 on the Ratification of the Financing Agreement between the Government of the Republic of Turkey and the European Commission, Amending the Financing Agreement Concerning the Multi-Annual Operational Programme “Environment” for Community Assistance from the Instrument for Pre-Accession Assistance under the “Regional Development” Component in Turkey and the Annexed Note Verbale was published in the Official Gazette dated 22.11.2015 and numbered 29540.
• The Resolution of Council of Ministers dated 14.12.2015 and numbered 2015/8301 on the Ratification of the Financing Agreement between the Government of the Republic of Turkey and The European Commission Related to the Annual Action Plan for Turkey and the Annexed Note Verbale was published in the Official Gazette dated 19.12.2015 and numbered 29567.
• The Resolution of Council of Ministers dated 14.12.2015 and numbered 2015/8303 on the Ratification of the Financing Agreement between the Government of the Republic of Turkey and The European Union, Represented by the European Commission, Amending the Financing Agreement Concerning the Multi-Annual Operational Programme “Regional Competitiveness” for Community Assistance from the Instrument for Pre-Accession Assistance under the “Regional Development” Component in Turkey and the Annexed Note Verbale was published in the Official Gazette dated 19.12.2015 and numbered 29567.
• The Resolution of Council of Ministers dated 14.12.2015 and numbered 2015/8304 on the Ratification of the Financing Agreement between the Government of the Republic of Turkey and The European Union, Represented by the European Commission, Amending the Financing Agreement Concerning the Multi-Annual Operational Programme “Transport” for Community Assistance from the Instrument for Pre-Accession Assistance under the “Regional Development” Component in Turkey and the Annexed Note Verbale was published in the Official Gazette dated 19.12.2015 and numbered 29567.
• The Resolution of Council of Ministers dated 14.12.2015 and numbered 2015/8311 on the Ratification of the Financing Agreement between the Government of the Republic of Turkey and The European Union, Represented by the European Commission, Amending the Financing Agreement Concerning the Multi-Annual Operational Programme “Human Development” for Community Assistance from the Instrument for Pre-Accession Assistance under the “Human Resources Development” Component in Turkey and the Annexed Note Verbale was published in the Official Gazette dated 20.12.2015 and numbered 29568.
• The Resolution of Council of Ministers dated 14.12.2015 and numbered 2015/8313 on the Ratification of the Financing Agreement between the Government of the Republic of Turkey and The European Union, Represented by the European Commission, Amending the Financing Agreement Concerning the Multi-Annual Operational Programme “Regional Competitiveness” for Community Assistance from the Instrument for Pre-Accession Assistance under the “Regional Development” Component in Turkey and the Annexed Note Verbale was published in the Official Gazette dated 20.12.2015 and numbered 29568.
• The Resolution of Council of Ministers dated 14.12.2015 and numbered 2015/8314 on the Ratification of the Financing Agreement between the Government of the Republic of Turkey and The European Union, Represented by the European Commission, Amending the Financing Agreement Concerning the Multi-Annual Operational Programme “Environment” for Community Assistance from the Instrument for Pre-Accession Assistance under the “Regional Development” Component in Turkey and the Annexed Note Verbale was published in the Official Gazette dated 20.12.2015 and numbered 29568.

Resolution of Council of Ministers

• Resolution of Council of Ministers dated 14.12.2015 and numbered 2015/8310 on the Amendment to the Resolution Pertaining to the Principles and Procedures on the Treasury Support to be Provided to the Credit Guarantee Corporations was published in the Official Gazette dated 18.12.2015 and numbered 29566.

• Resolution of Council of Ministers dated 07.12.2015 and numbered 2015/8284 Pertaining to the Determination of Technology Development Areas was published in the Official Gazette dated 19.12.2015 and numbered 29567.

Legislation

• The Regulation on the Amendment to the Regulation Demonstrating the Implementation Principles of the Statutory Decree on the Protection of Industrial Designs entered into force through publication in the Official Gazette dated 24.11.2015 and numbered 29542.
• Regulation on the Amendment to the Regulation on Bank Cards and Credit Cards entered into force through publication in the Official Gazette dated 25.11.2015 and numbered 29543.
• Regulation on the Amendment to the Regulation on Loan Transactions of the Banks entered into force through publication in the Official Gazette dated 25.11.2015 and numbered 29543.
• Regulation on the Amendment to the Regulation on Incorporation and Operation Principles of Financial Leasing, Factoring and Financing Institutions entered into force through publication in the Official Gazette dated 25.11.2015 and numbered 29543.
• The Regulation on the Amendment to the Regulation on the Implementation of Statutory Decree No. 556 on the Protection of Trademarks entered into force through publication in the Official Gazette dated 26.11.2015 and numbered 29544.
• The Regulation on the Amendment to the Regulation Demonstrating the Implementation Principles of European Patent Convention on the Grant of European Patent entered into force through publication in the Official Gazette dated 26.11.2015 and numbered 29544.
• The Regulation on the Amendment to the Regulation Demonstrating the Implementation Principles of the Statutory Decree on the Protection of the Patent Rights entered into force through publication in the Official Gazette dated 26.11.2015 and numbered 29544.
• Regulation on the Amendment to the Regulation on the Procedures and Principles Pertaining to the Production, Processing, Domestic and International Trade of Tobacco entered into force through publication in the Official Gazette dated 29.11.2015 and numbered 29547.
• Regulation on the Principles Pertaining to the Repo and Reverse Repo Transactions of Banks entered into force through publication in the Official Gazette dated 06.12.2015 and numbered 29554.
• Communiqué on Principles Pertaining to the Repo and Reverse Repo Transactions of Intermediary Institutions (III-45.2) entered into force through publication in the Official Gazette dated 06.12.2015 and numbered 29554.
• Prime Ministry’s Circular No. 2015/15 on the Management of Pre-Accession Funds to be Provided by the EU entered into force through publication in the Official Gazette dated 08.12.2015 and numbered 29556.
• Customs General Communiqué (Custom Transactions) (Serial No: 138) was published in the Official Gazette dated 10.12.2015 and numbered 29558. The Communiqué enters into force on 01.01.2016.
• Prime Ministry’s Circular No. 2015/17 on Interest-Free Financing Coordination Board entered into force through publication in the Official Gazette dated 15.12.2015 numbered 29564.
• Regulation on the Abrogation of the Regulation on the Quotation of Borsa İstanbul A.Ş. entered into force through publication in the Official Gazette dated 17.12.2015 and numbered 29565.
• Regulation on the Abrogation of the Regulation on the Istanbul Stock Exchange Emerging Enterprises Market entered into force through publication in the Official Gazette dated 17.12.2015 and numbered 29565.
• Regulation on the Abrogation of the Regulation on the Istanbul Stock Exchange Equity Market entered into force through publication in the Official Gazette dated 17.12.2015 and numbered 29565.
• Communiqué on the Increase of the Monetary Thresholds Provided by the Article 6 of the Regulation on Consumer Arbitral Tribunals and Article 68 of Consumer Protection Law No. 6502 was published in the Official Gazette dated 20.12.2015 and numbered 29568. The Regulation enters into force on 01.01.2016.
• The Communiqué on the Administrative Fines to be Applied for the Year 2016 in Accordance with Article 77 of the Consumer Protection Law No. 6502 was published in the Official Gazette dated 20.12.2015 and numbered 29568. The Communiqué enters into force on 01.01.2016.

Competition Board Decisions

• The Competition Board (“Board”) granted negative clearance to the “Jet A-1 Sale Practices” applied as a standard agreement between Türkiye Petrol Rafinerileri A.Ş. and bunker fuel dealing/distributing corporations. (20.11.2015, 15-41/675-237)
• The Board decided that an individual exemption shall be granted to the Media Rights Agreement concluded between the Turkish Basketball Federation and Krea İçerik Hizmetleri ve Prodüksiyon A.Ş. on 14 May 2015, as it fulfills the conditions provided by Article 5 of Law No. 4054. (20.11.2015, 15-41/678-240)
• The Board decided that a negative clearance shall not be granted; however, an individual exemption shall be granted to the “Business Partnership Agreement” concluded between Dimes Gıda San. Ve Tic. A.Ş. and Pınar Süt Mamülleri San. A.Ş. pertaining to the joint participation to the school milk tenders of the Ministry of Food, Agriculture and Livestock, in 81 regions of Turkey. (09.12.2015, 15-43/719-262)

Mergers and Acquisitions

• The Board authorized the establishment of a full-functioning joint venture, under the joint control of Spike SAS, which is a Michelin Group company, and Fives SA, which is the holding company of the Fives Group, to be active in the area of development, and the sale of layered manufacturing machines and related services. (20.11.2015, 15-41/673-235)
• The Board authorized the acquisition of all of the shares and sole control of Millenicom Telekomünikasyon Hizmetleri A.Ş. by EWE Telekomünikasyon Hizmetleri A.Ş., which is an affiliate of EWE Turkey Holding A.Ş. (20.11.2015, 15-41/676-238)
• The Board authorized the acquisition of Allergan Jenerik Business of Allergan Plc by Teva Pharmaceutical Industries Ltd. (20.11.2015, 15-41/679-241)
• The Board authorized the establishment of a joint venture by way of incorporation of one or more joint stock companies to which Tekfen Holding A.Ş. and Amstar Global Partners Ltd. will participate with equal shareholdings. (20.11.2015, 15-41/681-242)
• The Board authorized the acquisition of the certain amount of shares of Promak Enerji Sanayi ve Ticaret A.Ş. held by Prima Energy Trading LLC. And, therefore, the control of the shares of the relevant company at Enerco Enerji Sanayi and Ticaret A.Ş. ve Avrasya Gaz A.Ş. by Akpol İnşaat Mühendislik Proje ve Ticaret A.Ş. (02.12.2015, 15-42/687-244)
• The Board authorized the acquisition of the “Biotechnological Product Assets” of Eczacıbaşı-Baxter Hastane Ürünleri San. ve Tic. A.Ş., jointly controlled by Eczacıbaşı Group and Baxter Group, by Eczacıbaşı Baxalta Hastane Ürünleri San. ve Tic. A.Ş. (02.12.2015, 15-42/695-249)
• The Board authorized the acquisition of the sole control of the “Hospital Product Assets” of Eczacıbaşı-Baxter Hastane Ürünleri San. ve Tic. A.Ş., jointly controlled by Eczacıbaşı Group and Baxter Group, by EİP Eczacıbaşı İlaç Pazarlama A.Ş. (02.12.2015, 15-42/696-250)
• The Board authorized the establishment of a joint venture by Aventis Inc. and Google Life Sciences LLC. (02.12.2015, 15-42/697-251)
• The Board authorized the acquisition of a certain amount of shares of Selkasan Kağıt ve Paketleme Malzemeleri İmalat San. ve Tic. A.Ş., Kaplamin Ambalaj San. ve Tic. A.Ş., Yalova Ambalaj San. ve Tic. A.Ş., Atkasan Atık Değerlendirme San. ve Tic. A.Ş. and Ova Oluklu Mukavva Ambalaj San. ve Tic. A.Ş by Cukurova Investments N.V. (02.12.2015, 15-42/698-252)
• The Board authorized the acquisition of the sole control of Montupet S.A. by Linamar Corporation. (02.12.2015, 15-42/699-253)
• The Board authorized the acquisition of the entire control of Amlin plc. by Mitsui Sumitomo Insurance Company Limited, whose shares are fully held by MS&AD Insurance Group Holdings, Inc. (02.12.2015, 15-42/700-254)
• The Board authorized the acquisition of the sole control of UTI Worldwide, Inc. by DSV A/S. (02.12.2015, 15-42/701-255)
• The Board authorized the establishment of two joint ventures, a company for production, and a company for sales and distribution, to be active in the iron and steel casting sector, by Titan Barrato NV and Componenta Corporation, through the use of their companies and assets, and transfer of contractual rights, assets, shares, contracts and relationship with the customers, as well as know-how. (02.12.2015, 15-42/702-256)
• The Board authorized the acquisition of a certain amount of shares of Özbal Çelik Boru Sanayi Ticaret ve Taahhüt A.Ş. by Erciyas Holding A.Ş. (02.12.2015, 15-42/703-257)
• The Board authorized the acquisition of 100% of the shares of TNT Express N.V. by FedEx Acquisition B.V. through a public offering to be conducted in accordance with Dutch law. (02.12.2015, 15-42/713-259)
• The Board decided that the acquisition of all of the issued capital of Kuwait Petroleum Europoort B.V by Sandcape B.V. is not subject to authorization. (02.12.2015, 15-42/708-BD)
• The Board authorized the acquisition of the certain amount of shares of Demirören Axpo Enerji Toptan Ticaret Anonim Şirketi, jointly controlled by Axpo International SA and Demirören Enerji Madencilik Sanayi ve Ticaret A.Ş., by Axpo International SA. (09.12.2015, 15-43/717-261)
• The Board authorized the acquisition of all of the shares of Oruçoğlu Yağ Sanayi ve Ticaret A.Ş. by Trans-Atlantic Group DMCC. (09.12.2015, 15-43/726-263)
• The Board authorized the acquisition of the certain part of the assets related to the LPG tube distribution activities and auto gas LPG distribution activities, as well as the transfer of related dealership agreements by İpragaz A.Ş. (16.12.2015, 15-44/727-264)
• The Board authorized the acquisition of the joint control of Mektebim Eğitim Kurumları Ticaret A.Ş. which is already controlled by Gelişim ve Başarı Eğitim Yatırım ve Hizmetleri Ticaret A.Ş., Ümit KALKO and Yusuf KALKO, by HS Mali Yatırım ve Danışmanlık A.Ş., through the acquisition of shares. (16.12.2015, 15-44/741-268)
• The Board decided that the acquisition of all of the shares of Sekiz Medya Holding A.Ş. that are held by Ali Acun Ilıcalı, by Doğuş Yayın Grubu A.Ş. are not subject to authorization. (16.12.2015, 15-44/744-BD)

Privatizations

• The Board decided that the privatization of Karacaören 1 and Karacaören 2 Hydroelectric Power Plants of Elektrik Üretim A.Ş. and land allocated for the use of these power plants by way of “Granting Operational Rights” shall not be subject to authorization. (02.12.2015, 15-42/689-246)

Energy

• Energy Market Regulatory Authority’s Decision (“Board Decision”) dated 24.11.2015 and numbered 5885-1 on the Procedures and Principles to Determine the Efficiency Parameters to be Based upon for the Tariffs of Electricity Distribution Companies was published in the Official Gazette dated 28.11.2015 and numbered 29546.
• Board Decision dated 24.11.2015 and numbered 5885-7 on the Procedures and Principles for the Electricity Market Distribution System Investments was published in the Official Gazette dated 28.11.2015 and numbered 29546.
• Board Decision dated 10.12.2015 and numbered 5910-4 on the Amendment to the Provisional Article 2 of the Procedures and Principles Pertaining to the Supervision of the Determination and Realization of the Electricity Market Distribution System Investment Expanses Subject to Regulation was published in the Official Gazette dated 15.12.2015 and numbered 29563.
• Board Decision dated 26.11.2015 and numbered 5890 on the Procedures and Principles to Determine the Target Loss Ratios of the Electricity Distribution Companies was published in the Official Gazette dated 15.12.2015 and numbered 29563.
• Communiqué on Distribution System Revenues was published in the Official Gazette dated 19.12.2015 and numbered 29567. The Communiqué enters into force on 01.01.2016.
• Board Decision dated 17.12.2015 and numbered 5922 on Crude Oil, Fuel, Bunker Fuel, Mineral Oil, Base Oil and Petroleum Related Materials was published in the Official Gazette dated 19.12.2015 and numbered 29567.
• Board Decision dated 17.12.2015 and numbered 5921-3 on the Permission for Fuel Commerce between the Distributors Holding Distribution Licenses was published in the Official Gazette dated 19.12.2015 and numbered 29567.
• Board Decision dated 17.12.2015 and numbered 5932 on participation fee for the year 2016 to be paid by the real person or legal person-license holders who will operate in the petroleum market was published in the Official Gazette dated 19.12.2015 and numbered 29567.
• Board Decision dated 17.12.2015 and numbered 5931 on the fees for application, amendment, extension of time (visa) and any request of copies of the license, and fees for tariff approval, and fuel oil trading permission to be applied in the year 2016, in accordance with Article 27 of the Petroleum Market Law and Article 13 of the Petroleum Market Regulation was published in the Official Gazette dated 19.12.2015 and numbered 29567.
• Board Decision dated 17.12.2015 and numbered 5933 on the participation fee for the year 2016 to be paid by the license holders who will operate in the LPG Market was published in the Official Gazette dated 19.12.2015 and numbered 29567.
• Board Decision dated 17.12.2015 and numbered 5934 on the fees for application, amendment, extension of time (visa) and any request of copies of the license to be applied in the LPG Market for the year 2016 was published in the Official Gazette dated 19.12.2015 and numbered 29567.
• Board Decision dated 17.12.2015 and numbered 5920 on the eligible consumer threshold to be applied in the Natural Gas Market for the year 2016 was published in the Official Gazette dated 19.12.2015 and numbered 29567.
• Board Decision dated 17.12.2015 and numbered 5928 on the participation fee to be applied in the Natural Gas Market for the year 2016 was published in the Official Gazette dated 19.12.2015 and numbered 29567.
• Board Decision dated 17.12.2015 and numbered 5929 on the fees for application, amendment, extension of time (visa) and any request of copies of the license to be applied in the Natural Gas Market for the year 2016 was published in the Official Gazette dated 19.12.2015 and numbered 29567.
• Board Decision dated 17.12.2015 and numbered 5930 on the fees for application, renewal, amendment and any request of copies of the certificate and fees for certificate visa to be applied in the Natural Gas Market for the year 2016 was published in the Official Gazette dated 19.12.2015 and numbered 29567.