Introduction
Welcome to the 2025 Autumn edition of the Paksoy Turkish Competition Law Newsletter series. As the Turkish competition landscape continues to develop with landmark decisions and evolving enforcement priorities, this issue offers a concise yet comprehensive overview of the most significant developments shaping antitrust practice in Türkiye. In this edition, we explore major precedents at the intersection of intellectual property and competition law, the Authority’s expanding scrutiny of labour market conduct, the growing sophistication of behavioural remedies in merger control and key enforcement trends across several industries.
We begin with an in-depth look at the Turkish Competition Board’s notable Tetra Pak decision, a rare example highlighting the fine balance between protecting intellectual property rights and safeguarding competitive market structures. Turning to labour markets, we examine the Authority’s landmark investigation in the pharmaceutical sector, an especially impactful case given the industry’s reliance on highly specialised, non-transferable expertise. The investigation, which initially covered nineteen undertakings and assessed potential no-poach arrangements and exchanges of sensitive information, demonstrates the Authority’s commitment to treating labour market restrictions with the same seriousness as traditional product market infringements.
Shifting to merger control, we analyse the Board’s Borusan/CEVA decision, which stands out as one of the most detailed and implementation-focused behavioural remedy cases in recent years. This reflects a wider trend in which behavioural commitments are being increasingly accepted as credible and enforceable tools for addressing competition concerns. We also review the Authority’s decisions imposing administrative fines on Novo for abuse of dominance in the industrial enzymes market, obstruction of on-site inspection and the submission of incomplete and misleading information, as well as significant enforcement against Şişecam and its subsidiary for commitment breaches that resulted in approximately TRY 3 billion in fines.
On the broader enforcement front, we look at the Board’s continued active stance on resale price maintenance throughout 2025, with several notable decisions underscoring its treatment of RPM as a by-object infringement irrespective of actual market effects. We also highlight the Board’s Samsung Electronics decision, which provides a comprehensive treatment of obstruction of on-site inspections and reinforces the importance of data integrity and accessibility in competition law enforcement.
Finally, we examine the Board’s conditional clearance of Dilek Gıda’s acquisition of Ontex Türkiye, a transaction representing a significant vertical integration in the Turkish FMCG sector. The case raised both horizontal and vertical concerns and ultimately resulted in the submission of commitments to secure a timely Phase I clearance.
In summary, this Autumn issue provides an overview of the key developments and significant Board precedents shaping the Turkish antitrust landscape. We hope you enjoy this issue and find it both useful and informative.
Togan Turan
A Holistic Approach to Obstruction under Competition Law: The Samsung Electronics Case
Introduction
On 20 October 2025, the Turkish Competition Authority (“Authority”) published the Turkish Competition Board (“Board”) decision dated 10 April 2025 and numbered 25-14/330-157 concerning allegations that Samsung Electronics Istanbul Pazarlama ve Ticaret Limited Şirketi (“Samsung Türkiye” or the “Company”) obstructed or hindered an on-site inspection conducted on 4 March 2025 as part of a preliminary investigation. This decision highlights a fundamental tension in competition law enforcement between protecting the integrity of on-site inspections and establishing clear standards for what constitutes obstruction.
Factual Background
The Board initiated a preliminary investigation on 27 February 2025 to determine whether Apple Teknoloji ve Satış Limited Şirketi, along with various other undertakings operating in the consumer electronics market, violated Article 4 of Law No. 4054 on the Protection of Competition (“Law No. 4054”) by fixing resale prices for Apple-branded products and coordinating buy-back prices.
On 4 March 2025, the Authority case handlers authorised to conduct the relevant on-site inspection arrived at Samsung’s premises. During the inspection, the case handlers examined Knox Teams, an internal company messaging application used by Samsung Türkiye, and discovered that certain employees had left several work groups on 4 March 2025. Upon recording the correspondences in these groups to determine the timing of departures, it was established that the departures from the groups occurred after the inspection has started. Company officials confirmed that when users exit groups in the Knox Teams application, the relevant groups are automatically deleted from the departing individuals’ devices.
Legal Background
Samsung Türkiye’s legal representatives argued in the on-site inspection minutes that the employees merely exited the Knox Teams groups and did not delete any data, and therefore the mere act of exiting these groups could not legally be interpreted as data deletion or obstruction of the on-site inspection. They emphasised that Samsung Türkiye provided full and active support to the case handlers and they were able to access all correspondences in the relevant Knox Teams groups through other group participants’ devices, and these correspondences were submitted to the Authority on the day of the on-site inspection, which meant that the data integrity was not compromised. Furthermore, they contended that the warning notice regarding the rules to be followed during the on-site inspection, including the commencement of the inspection and the necessity of not deleting any data was sent to employees after the on-site inspection has started, whereas the group exit actions occurred prior to the commencement of the said on-site inspection, which meant that the employees had no knowledge of the inspection at the time of their departure.
As stated in the Dissenting Opinions of the Board’s Epson Italia¹³ and Koyuncu Elektronik¹⁴ decisions, in cases outside of cartels, instances where employees, due to personal reasons and panic, digitally deleted certain data without the intent to conceal or destroy evidence have, in recent years, been subject to the Board’s discretionary assessment. In this context, the Board has approached cases (files) holistically, evaluating the entire process from the beginning to the end of the on-site inspection, and in non-cartel cases, has refrained from imposing excessive penalties. While exercising this discretionary power, the Board has particularly taken into account the following factors: the magnitude of the potential violation, the scale and competition law history of the party, the social and cultural context, the sequence of events and the rationale behind the deletion, whether the data was recoverable, and the content of the deleted data. In this regard, the Dissenting Opinions emphasized the following points:
- In on-site inspections outside of cartel cases, the context of the incident should be taken into account when assessing the obstruction of the on-site inspection.
- The deleted e-mails were limited in number, and all of them were fully recovered.
- The content of the deleted correspondences did not include any competition law-sensitive matters or any elements that could serve as evidence within the scope of the case.
- (…) The on-site inspection was completed in its entirety and achieved its purpose.
- Certain immediate reflexes of the employees that occur during an on-site inspection are understandable by nature, and the mechanical application of penalties is not fair.
In addition, in the Board’s Hepsiburada¹⁵ decision, it was determined that various WhatsApp correspondences had been deleted by the employees during the dawn raid. Some of the deleted WhatsApp messages were recovered using Cellebrite software. Based on the information and documents in the case file, the Board concluded that the on-site inspection had not been obstructed.
In contrast, in the Samsung Electronics case, no “recovery” process was even necessary during the on-site inspection at Samsung Türkiye, as the examination of the relevant conversations was completed within Samsung Türkiye on the date of the on-site inspection. Similarly, in the Balsu¹⁶ decision, during the investigation, Balsu’s sales manager was found to have deleted approximately 1500 e-mails from his computer after the on-site investigation began, and screen recordings of this deletion were taken. However, the deleted e-mails were recovered using Microsoft Outlook’s “Recover Deleted Items” feature, and following the review, no documents were retrieved from the recovered e-mails. Accordingly, the Board concluded that Balsu had not obstructed or hindered the on-site inspection.
In light of these case law, Samsung Türkiye reiterated that the mere act of Samsung Türkiye employees leaving the relevant groups does not constitute a violation under Law No. 4054 and that there has been no obstruction or hindrance of the on-site inspection. In light of the above, no data deletion has occurred at Samsung Türkiye. The relevant correspondences were fully accessed within Samsung Türkiye, easily viewed on other employees’ computers, and entirely reviewed by the Authority. In fact, the case handlers did not even need to conduct any “recovery” process in this regard.
Furthermore, Samsung Türkiye highlighted that its employees often communicate through Knox groups, however, due to the fast-pacing nature of these employees’ workload, these groups are often created for specific purposes, with employees leaving groups once the purpose is achieved due to their heavy workload. The Company provided screenshots demonstrating that Samsung employees regularly leave these chat rooms after achieving their objectives and reiterated that the departures on the inspection date were for the same reason and that employees were not even aware of the on-site inspection.
After evaluating the Company’s responses and evidence, the Board stated in its decision that following the inspection of mobile devices of other employees in the groups, the correspondences in the relevant groups were fully accessed, and no findings or documents related to the subject of the investigation were found in those correspondences. In this regard, the Board concluded by majority vote that the on-site inspection conducted at Samsung Türkiye was not obstructed or hindered, and therefore there was no basis for imposing an administrative fine on the undertaking. It is important to note that the decision was not unanimous. Certain members issued dissenting opinions stating that they could not agree with the majority decision for specified reasons. By referencing to certain Board and court decisions, the dissenting members argued that the act of leaving groups during the on-site inspection constituted obstruction or hindrance in itself because it made access to data more difficult.
Conclusion
This is a landmark decision which represents a holistic approach on the Board’s jurisprudence on obstruction of on-site inspections. The decision demonstrates not only the importance of preserving data integrity but also the significance of ensuring the ultimate accessibility of information in competition law enforcement. This reinforces that the mechanical application of penalties does not always lead to fair outcomes, particularly where an undertaking facilitates access to data and engages constructively with the process. Ultimately, the Samsung Electronics case invites reflection on how competition authorities should balance strict procedural safeguards with technological realities.
by Gülçin Dere, Lara Akça
A New Threshold for IP-Driven Abuse: Insights from the Tetra Pak Decision of the Turkish Competition Board
Introduction
The Turkish Competition Board (“Board”) recently published a significant decision concerning allegations that Tetra Laval Holding & Finance SA (“TLHF”) and Tetra Pak Paketleme Sanayi ve Ticaret Limited Şirketi (“Tetra Pak Turkey”) engaged in anti-competitive tying practices by exploiting both their substantial market power and the exclusive rights granted under Law No. 6769 on Industrial Property (“Industrial Property Law”)1. The case is particularly noteworthy as it constitutes a rare example in which the Board found that the use of intellectual property rights, in itself, amounted to an abuse of dominance, ultimately ordering the withdrawal of certain trademark and design rights.
This article provides an overview of the Board’s assessment of the relevant markets, the alleged tying conduct, the strategic use of trademark and design rights and the resulting findings on abuse of dominance and administrative sanctions.
Scope of the Complaint
The complaint submitted by Poşetsan Ambalaj San. ve Tic. A.Ş. (“Poşetsan”) alleged that Tetra Pak Turkey tied the sale of aseptic liquid food filling machines to the purchase of specific prism-shaped carton packaging. Poşetsan claimed that TLHF holds a dominant position in the market for aseptic liquid food filling machines and that these machines are designed to operate only with certain packaging types and sizes, making procurement from alternative manufacturers technically impossible.
The complaint further stated that TLHF registered the prism packaging design as a three-dimensional trademark, thereby preventing competitors from producing similar packaging under the Industrial Property Law. According to Poşetsan, this allowed TLHF to extend its dominance in the machinery market into the packaging market, exclude rivals, raise costs for liquid food producers and ultimately violate Article 6 of Law No. 4054 on the Protection of Competition (“Law No. 4054”).
The Board’s Assessments – Relevant Product and Geographic Markets
In its assessment, the Board noted that different packaging materials, such as glass, plastic, metal and carton, are not substitutable from either a demand or supply perspective, as each requires distinct filling machinery. Since the complaint focused on prism-shaped aseptic carton packaging, the investigation concentrated on carton-based aseptic packaging and the related filling machines.
After reviewing information from industry participants, the Board concluded that various packaging types differ in terms of price, weight, handling and storage, environmental impact, recycling capabilities and consumer preferences. These differences limit substitutability. The Board therefore defined the relevant product markets as the production and sale of aseptic liquid food carton filling machines and the production and sale of aseptic liquid food carton packages.
Because Tetra Pak Turkey conducts uniform commercial operations across the country, the Board identified Turkey as the relevant geographic market.
Determination of the Investigation Parties
Before addressing the abuse allegations, the Board examined the corporate structure of the parties. TLHF and Tetra Pak Turkey were found to operate as part of the same economic entity within the Tetra Laval Group. TLHF owns the relevant trademarks, while Tetra Pak Turkey manufactures, sells and markets the products under licence in Turkey. Although TLHF is the legal owner of the IP rights, Tetra Pak Turkey benefits economically from their use. For this reason, both entities were treated as investigation parties.
Abuse of Dominant Position
Assessment of Dominance
The Board observed that although Tetra Pak Turkey’s market shares showed a slight decrease between 2019 and 2021, the undertaking continued to hold a considerable lead over competitors in both the filling machine market and the aseptic carton packaging market. Strong brand recognition, extensive after-sales services, a broad portfolio of packaging solutions and the integration of packaging, machinery and related services all contributed to substantial barriers to entry.
Intellectual property rights protecting packaging shapes and machinery further strengthened these barriers. The Board highlighted that sales volumes for aseptic liquid food filling machines were very low, typically only three to four units per year, with Tetra Pak Turkey supplying the majority. Even in the more competitive packaging market, Tetra Pak Turkey’s brand strength and integrated presence ensured sustained market power.
Taking all factors into account, the Board concluded that Tetra Pak Turkey held a dominant position in both relevant markets.
Examination of the Alleged Abusive Practices
The core allegation concerned whether customers buying Tetra Pak’s aseptic liquid food filling machines were effectively compelled to purchase prism-shaped packaging exclusively from Tetra Pak Turkey. During the investigation, the Board reviewed various communications, including warning letters sent by TLHF to Poşetsan claiming infringement of TLHF’s three-dimensional trademark rights.
The Board found that Tetra Pak Turkey, acting for TLHF, sought to prevent competitors from producing, distributing, selling or using packaging similar to the Tetra Prizma Aseptic shape. Importantly, the Board noted that these efforts extended beyond the legitimate scope of trademark protection. Not only registered trademarks but also pending applications were relied upon to restrict competitor activities, thereby widening the practical impact of the rights beyond what intellectual property law would ordinarily justify.
According to the Board, the restrictions imposed on customers effectively prevented them from using any variant of prism-shaped packaging, including those not covered by registration. This created a situation functionally equivalent to tying: customers purchasing Tetra Pak filling machines had to purchase prism packaging exclusively from Tetra Pak Turkey.
The Board further considered the potential long-term consequences of pending three-dimensional trademark applications, noting that future registrations could significantly expand the scope of protected packaging shapes, exacerbating market foreclosure risks. Since trademark protection can be renewed sequentially in ten-year periods under Industrial Property Law, the Board viewed this as creating the possibility of continuous exclusion of competitors.
Contractual provisions relating to post-sale services for filling machines also contributed to customer dependence on Tetra Pak Turkey, reinforcing the exclusionary effect. Taking all factors together, the Board concluded that the economic entity abused its dominant position by effectively tying filling machines to the use of Tetra Pak packaging through the strategic deployment of intellectual property rights and contractual obligations.
Strategic Use of Intellectual Property Rights
The Board acknowledged that intellectual property rights serve important functions, such as protecting innovation and brand identity. However, it emphasized that these rights can also be used strategically to restrict market access and hinder competition. In this case, Tetra Pak’s trademark and design rights, as well as pending applications, were found to strengthen its dominant position in a manner inconsistent with competition law.
The Board noted similarities between the practices observed in Turkey and Tetra Pak’s past conduct in other jurisdictions, interpreting the behaviour as part of a broader strategy to exclude competitors. The Board stressed that when intellectual property rights are invoked solely to delay market entry, prolong exclusivity or obstruct effective competition, such conduct constitutes an abuse of dominance.
Consequently, the Board found that Tetra Pak Turkey and TLHF violated Article 6 of Law No. 4054.
Sanctions and Remedies
The Board concluded that the economic entity comprising TLHF and Tetra Pak Turkey held a dominant position in the relevant markets and abused this position through the strategic use of three-dimensional trademark rights, related design rights, pending trademark applications and contractual restrictions.
An administrative fine of TRY 130,889,523.70 was imposed, calculated on the basis of the economic entity’s 2023 gross revenues. The Board also ordered TLHF to relinquish its registered three-dimensional trademark (No. 2014/54843) and its registered design (No. 2013/08197), to withdraw its pending three-dimensional trademark applications (Nos. 2022/119380, 2022/119373 and 2022/119376) and to submit evidence of these actions, including updated registry records, within the prescribed timeframe.
Dissenting Opinions
Two Board members dissented from the majority’s findings. They argued that the evidence did not establish dominance in the upstream markets and that the conduct examined did not amount to abuse. They emphasized that the Tetra Prizma Aseptic packaging shape is original and distinctive and that intellectual property rights, particularly three-dimensional trademarks, may legitimately be used to protect such distinctiveness.
The dissenting members expressed concern that obliging an undertaking to relinquish existing IP rights and withdraw pending applications could discourage innovation and undermine the core purposes of intellectual property protection. For these reasons, they did not support the majority decision.
Conclusion
The Tetra Pak decision illustrates the delicate balance between safeguarding intellectual property rights and protecting competitive market structures. The Board’s findings demonstrate that the use of trademark rights may, in exceptional circumstances, amount to an independent competition law infringement when such rights are exercised in a manner that restricts market entry and forecloses competition.
Through the imposition of significant administrative fines and the unprecedented order to relinquish and withdraw certain trademark and design rights, the Board made it clear that interventions affecting existing intellectual property rights are not limited to refusal to deal cases where essential facilities doctrine apply but may also arise in other forms of abuse of dominance where exclusionary effects are established.
by Fırat Eğrilmez, Aslı Su Çoruk
The Turkish Competition Authority (“Authority”) has concluded a landmark investigation into anticompetitive practices in labour markets, with a particular focus on undertakings active in the pharmaceutical sector. Since 2021, competition authorities globally have significantly increased scrutiny of labour markets, recognising that anticompetitive agreements and practices can distort employment conditions and restrict worker mobility. Today, regulators treat labour markets with the same level of seriousness as traditional product markets.
This investigation is especially significant due to the pharmaceutical industry’s structural characteristics. Pharmaceutical professionals possess highly specialised, sector-specific know-how that is generally not transferable to other industries. Unlike workers in sectors with broader mobility, employees in the pharmaceutical industry face natural limitations on alternative employment opportunities. Consequently, no-poach agreements and wage-fixing arrangements can have a disproportionately harmful impact, severely restricting mobility for a workforce already operating within a narrow labour pool.
A first-of-its-kind case for the pharmaceutical sector
The investigation was launched on 9 November 2023 with the Authority’s decision numbered
23-53/1004-M and initially covered 19 undertakings, almost all active in the pharmaceutical sector. The Authority examined whether these companies had infringed Article 4 of Law No. 4054 (“Law No. 4054”) by entering into no-poach agreements – often referred to as “gentlemen’s agreements” – that restricted the hiring of each other’s employees, and by exchanging competitively sensitive information relating to salaries, benefits and other employment conditions.
One of the most remarkable aspects of this investigation was the extensive and effective use of the settlement mechanism, which led to a progressive conclusion of the case over an 18-month period. The Authority issued a series of settlement decisions between April 2024 and October 2025. This staged approach not only underscored the flexibility and practicality of the settlement process but also demonstrated the willingness of undertakings to cooperate in order to benefit from reduced fines and expedited closure:
- The early stages of the process saw GlaxoSmithKline İlaçları Sanayi ve Ticaret A.Ş. and Abdi İbrahim İlaç Sanayi ve Ticaret A.Ş. reach settlements, receiving administrative fines of TRY 33,321,564.11 and TRY 184,363,976.71, respectively. Both were found to have engaged in gentlemen’s agreements and participated in the unlawful exchange of competitively sensitive information. These first settlements set the tone for the remainder of the investigation, signalling both the Authority’s strict stance and the advantages available through settlement.
- Further settlements followed in August 2024. Bilim İlaç Sanayi ve Ticaret A.Ş. was fined TRY 155,488,332.29 and Drogsan İlaçları Sanayi ve Ticaret A.Ş. was fined TRY 30,593,234.79, with both companies admitting to participation in no-poach agreements. Subsequent settlement decisions extended the list of cooperating undertakings: Menarini Sağlık ve İlaç Sanayi Ticaret A.Ş. settled for exchanging competitively sensitive information and received a fine of TRY 42,148,808.07, while Genveon İlaç Sanayi ve Ticaret A.Ş. was fined TRY 35,722,195.45 for engaging in no-poach conduct.
The investigation was ultimately concluded with the Authority’s decision dated 11 September 2025 and numbered 25-34/810-474, which addressed the remaining undertakings.² The Turkish Competition Board (“Board”) determined that these had violated Law No. 4054 by engaging in no-poach agreements and/or exchanging competitively sensitive information regarding employee salaries and benefits:
- The companies found to have engaged in no-poach agreements included: Adeka İlaç Sanayi ve Ticaret A.Ş., Argis İlaç Sanayi ve Ticaret A.Ş., Arven İlaç Sanayi ve Ticaret A.Ş., Berko İlaç ve Kimya Sanayi A.Ş., Farmatek İlaç Sanayi Ticaret A.Ş., Helba İlaç İç ve Dış Sanayi Ticaret A.Ş., İlko İlaç Sanayi ve Ticaret A.Ş., Sanovel İlaç Sanayi ve Ticaret A.Ş., Santa Farma İlaç Sanayi A.Ş., and Servier İlaç ve Araştırma A.Ş.
- The companies found to have engaged in exchange of competitively sensitive information regarding employee salaries and benefits included: Amgen İlaç Ticaret Ltd. Şti., AstraZeneca İlaç Sanayi ve Ticaret Ltd. Şti., Merck İlaç Ecza ve Kimya Ticaret A.Ş., Novartis Sağlık, Gıda ve Tarım Ürünleri Sanayi ve Ticaret A.Ş., Novo Nordisk Sağlık Ürünleri Ticaret Ltd. Şti., Pfizer PFE İlaçları A.Ş., Sanofi İlaç Sanayi ve Ticaret A.Ş.
The total administrative fines imposed on these 17 undertakings amounted to TRY 244,801,302.91, and further insights into the Board’s assessment will become available once the reasoned decision is published.
Recommendations
Although the investigation centred on the pharmaceutical sector, the Authority’s approach confirms a broader shift: labour-market coordination is now a clear enforcement priority. Undertakings should therefore ensure that their HR practices and employment-related arrangements fully comply with competition law.
Key steps include reviewing existing agreements to identify any clauses that could limit employee mobility, avoiding coordination with competitors on hiring, wages or employment conditions, and preventing the exchange of competitively sensitive employment information – whether bilateral or through industry groups. Establishing clear internal policies, supported by training for HR teams and senior management, is essential to minimise risk.
For undertakings operating in Türkiye, especially in specialised sectors such as pharmaceuticals, additional safeguards are advisable. These include: (i) implementing protocols for industry association meetings; (ii) conducting periodic audits of HR and recruitment practices; and (iii) seeking legal advice before participating in sectoral initiatives where employment matters may arise. These measures help ensure that employment decisions remain independent and compliant with Article 4 of Law No. 4054.
by Selen Toma, Mete Erdoğan
Refining the Art of Behavioral Remedies: Preliminary insights from the Borusan / CEVA decision
The Turkish Competition Board’s (“Board”) Borusan/CEVA decision,³ which conditionally approved CEVA Corporate Services’ (“CEVA”) acquisition of Borusan Tedarik Zinciri Çözümleri ve Teknoloji A.Ş. (“Borusan”), stands out as one of the most detailed and implementation-focused behavioural remedy cases in recent Turkish merger control practice. The transaction concerned CEVA, ultimately controlled by the CMA CGM Group, acquiring Borusan, a key logistics and supply chain services provider in Türkiye. During its assessment, the Board found that the transaction could significantly lessen competition within the meaning of Article 7 of Law No. 4054.
Instead of requiring a structural divestment, the Board cleared the transaction subject to a comprehensive and time-limited set of behavioural commitments designed to govern post-closing conduct and safeguard market access. This outcome reflects a broader trend in the Board’s practice: behavioural commitments are increasingly being used as a credible and enforceable tool for addressing competition concerns in markets where network access, contract conditions, and service integration play a central role in competitive dynamics.
Potential Competitive Concerns
While the reasoned decision of the Board on this matter is not yet available, based on the commitments made by CEVA, the Board’s assessment likely centred on the commercial dynamics of contract logistics and access to distribution networks, rather than on a straightforward increase in market share. Based on the nature of the commitments, it is reasonable to assume that the Board was concerned that CEVA’s global operational scale, combined with Borusan’s established customer base, could place the merged entity in a position to renegotiate or reshape contract terms, limit customers’ ability to switch providers, or restrict competitors’ access to essential logistics infrastructure.
To address these concerns, the Board appears to have considered that a tailored set of behavioural measures, preserving existing commercial conditions for a meaningful period while ensuring that competitors could continue to access the network on fair terms, would be both proportionate and effective in removing the identified risks.
Nature and Scope of the Commitments
In order to address the Board’s concerns, CEVA submitted a comprehensive set of behavioural commitments which seem to be aimed at preserving customer flexibility, maintaining continuity of service, and ensuring that competitors continue to have effective access to logistics networks.
The commitments are designed as a multi-faceted remedy package aimed at three core objectives: preserving customer flexibility, maintaining service continuity, and ensuring competitors retain effective access to logistics networks 1.
The behavioural measures include:
- Contract protection mechanisms– maintaining existing agreements without changes and providing transition support for switching customers
- Market access safeguards– ensuring non-discriminatory network access for competitors and preventing service bundling
- Customer empowerment provisions– granting cancellation rights and maintaining price stability
- Oversight and transparency measures– requiring public disclosure and independent monitoring
Taken together, these commitments safeguard switching possibilities, maintain open access to logistics infrastructure, and prevent short-term contractual tactics that could foreclose competitors or restrict customer choice. The inclusion of public transparency obligations and independent monitoring also signals a continued shift toward more closely supervised behavioural enforcement in Turkish merger control.
The comprehensive nature of these commitments also demonstrates the Board potential willingness to accept detailed, multi-faceted behavioural packages that address different aspects of competitive concern simultaneously, rather than requiring simpler, single-purpose remedies. The combination of contract continuity, transition support, network access, pricing constraints, and anti-bundling provisions shows a sophisticated understanding of how competition can be preserved through coordinated behavioural measures.
Lastly, the time-limited nature of the commitments, with different durations for different obligations, indicates that the Board views behavioural remedies as transitional measures designed to preserve competition during a critical post-merger integration period, rather than permanent structural changes to the market. This approach could suggest confidence that market forces will ultimately restore competitive balance once the immediate risks of the transaction have been mitigated.
Comparative Perspective: Recent Behavioural Remedies
The Borusan / CEVA decision builds on a growing line of conditional clearances where behavioural measures, rather than divestitures, were employed to resolve competition concerns.
In Honeywell/Civitanavi⁴, the Board accepted behavioural commitments ensuring continued non-discriminatory access to inputs and services for Turkish customers, contract renewals on existing terms, and comparable access for new customers, demonstrating the Board’s confidence in conduct-based remedies to address supply restriction concerns.
Similarly, in Param / Kartek⁵, the Board accepted behavioural commitments ensuring contract continuity and non-discriminatory payment infrastructure access. In Luxottica/Essilor⁶, commitments prevented tying between ophthalmic products and exclusivity restrictions. In Tofaş/Stellantis, comprehensive behavioural measures addressed information sharing and distribution network foreclosure risks. These cases demonstrate the Board’s consistent reliance on well-structured behavioural undertakings to preserve market access without structural divestitures.
Finally, in Tofaş/Stellantis Turkey⁷, the Board also accepted comprehensive behavioural commitments addressing information sharing, non-discriminatory treatment in car-rental markets, and distribution network safeguards to prevent foreclosure risks.
These cases, among many others, reflect the Board’s readiness to consider behavioural commitments where they are clearly defined, promptly implementable and supported by effective monitoring mechanisms. The Borusan / CEVA decision aligns with this approach by demonstrating that conduct-based obligations can operate as effective safeguards in situations involving risks such as discriminatory access, customer foreclosure or contractual restrictions. Taken together, they illustrate how behavioural commitments can operate as a credible and commonly used tool within Turkish merger control.
by Gamze Boran, Deniz Özmen
Background
Novo (as defined below) engages in Türkiye in the sales of industrial enzymes which are used as inputs in various industries such as pharmaceuticals, food, cleaning and hygiene, textiles, paper, and leather.
The Turkish Competition Authority (“Authority”) had initiated a full-fledged investigation against the economic unity composed of Novo Holdings A/S, Novo Nordisk A/S, Novo Nordisk Sağlık Ürünleri Tic. Ltd. Şti., Novonesis A/S, Novozymes Berlin GmbH, Novozymes Enzim Dış Ticaret Ltd. Şti., Novozymes France S.A.S., Novozymes North America, Inc., Novozymes Switzerland AG, Synergia Life Sciences Pvt. Ltd., CHR Hansen A/S and CHR Hansen Gıda San. ve Tic. A.Ş. (collectively referred to as “Novo”) in order to determine whether Novo has violated Article 6 of Law No. 4054 on the Protection of Competition (“Law No. 4054”) through engaging in practices with an exclusionary nature which could obstruct the competitors’ activities in the industrial enzymes market (the “Investigation”).
Abuse of Dominant Position
In its meeting dated 23 October 2025, the Competition Board (the “Board”) determined that Novo holds a dominant position in the markets for asparaginase enzyme, fungal alpha amylase enzyme, and glucoamylase enzyme.⁸ The Board concluded that Novo has violated Article 6 of Law No. 4054 by way of the following practices and has imposed an administrative fine of TRY 284,509,319.04: (i) applying best price guarantee clauses and a loyalty-inducing discount system in the asparaginase enzyme market, (ii) implementing loyalty-inducing discount systems in the fungal alpha amylase enzyme market, and (iii) entering into exclusive agreements and loyalty-inducing discount systems in the glucoamylase enzyme market.
It was further decided that Novo Holdings A/S, Novo Nordisk A/S and Novo Nordisk Sağlık Ürünleri Tic. Ltd. Şti. would not be subject to administrative fines, as they are not active in industrial enzymes sector in Türkiye.
Obstruction of On-Site Inspection
During the preliminary investigation, an on-site inspection was conducted at Novozymes Enzim Dış Ticaret Ltd. Şti. (“Novo Türkiye”) on 22 February 2024. The Authority detected that Novo Türkiye’s Sales Manager had deleted certain data from his/her mobile device. Consequently, the Board has imposed an administrative monetary fine due to obstruction and hindrance of the on-site inspection with its decision dated 18 April 2024 and numbered 24-19/412-165.
The Authority’s Strict Approach on Providing Incomplete and Misleading Information
The Board has also identified several instances where Novo and its subsidiaries provided false, misleading, and incomplete information in response to information requests of the Authority during the Investigation.
(i) No provision of contracts regarding chymosin enzyme sales
The Authority had requested contracts relating to chymosin enzyme sales for the years 2019-2024 from Novo by a request letter dated 27 January 2025. In response, Novo only submitted the contracts for 2024, and did not provide the pre-2024 contracts on the grounds that these contracts related to the period before Novozymes A/S And CHR Holding merged under Novozymes A/S in 2024.
Similarly, when requested to provide all contracts related to enzyme sales for 2019-2024, Novo again only submitted the contracts for 2024, addressing to the same merger-related justification. The missing contracts for 2019-2023 were only submitted on 11 March 2025 after a follow-up request.
The Board rejected this justification and applied the principle of universal succession under Turkish law, citing precedents from the Council of State. According to referred precedents, when companies merge, the acquiring entity becomes responsible for the rights and obligations of the acquired entity, including those related to competition law matters.
(ii) Contradictory information about subsidiaries
Through an information request dated 18 March 2024, the Authority asked Novo to provide information on its subsidiaries that had carried out enzyme sales in Türkiye between 2019-2023. The response letter submitted by Novo stated that certain subsidiaries including Novozymes France, Novozymes Switzerland and Novozymes North America conducted enzymes sales in Türkiye, specifically mentioning one subsidiary’s involvement in brewing enzyme sales.
However, when the same question was asked for 2022-2024 in a letter dated 14 March 2025, in the responses submitted by Novo, Novozymes North America was not listed among the undertakings conducting enzyme sales in Türkiye and its turnover information was not provided.
The Authority found another contradiction between the two responses regarding whether certain entities carried out enzyme sales in Türkiye. Whilst the responses to the request letter dated 18 March 2024 made no mention in this regard, responses to the request letter dated 14 March 2025 revealed the companies engaging in enzyme sales that had also generated revenue in Türkiye. This disclosure led the Board to open an investigation into these additional entities on 20 March 2025
Accordingly, the Board concluded that Novo had provided incorrect and misleading information in its responses.
(iii) No provision of contracts regarding fungal alpha amylase customers
Through an information request dated 3 March 2025, the Authority asked Novonesis to submit contracts concluded with certain entities that were purchasers of Novo’s fungal alpha amylase enzyme for the period 2017-2025.
In the response submitted by Novonesis dated 7 March 2025, contracts relating to certain customers for specific years were not submitted. Accordingly, the Board concluded that Novo had provided incomplete information in its responses.
Legal Framework and the Board’s Assessment
Pursuant to Article 16(1)(c) of Law No. 4054, “providing incomplete, incorrect or misleading information or documents, or failure to provide information or documents within the specified period or at all” are listed as cases requiring imposition of administrative monetary fines. Also, Article 17(1) of Law No. 4054 regulates that the Board’s authorisation to impose a daily administrative monetary fine by 0.05% of the annual gross revenues of the undertakings in case the requested information or document are not provided within the specified period.
Accordingly, pursuant to Article 16(1)(c), the Board decided to impose monetary fine on Novo equal to 0.1% of its 2024 gross revenue due to provision of incomplete, incorrect and misleading information. In addition, pursuant to Article 17(1)(c), the Board imposed proportional fines amounting to 0.05% of Novo’s annual gross revenues for each day starting from 8 March 2025 -the day following the deadline for submitting the requested information- until the date Novo provide the missing information.
Dissenting Opinion
The Board’s decision was adopted by majority vote. One of the Board members dissented, arguing that whilst contradictions and omissions existed in Novo’s responses, it was not clear from the case file whether these rose to the level of providing false or misleading information. The Board member suggested that Novo should have been given an opportunity to make explanation on this issue before imposing the monetary fines.
This decision clearly demonstrates that the Authority might adopt a very strict approach regarding failure to requested information on a complete and inconvenient basis during investigations. Key lessons include:
- Universal succession principle: Companies cannot refuse to provide historical information about acquired entities. Following such mergers or acquisitions, the acquiring undertaking will be responsible for all rights and obligations of the acquired entity, including compliance with information requests relating to pre-merger periods.
- Consistency is critical: The Authority carefully compares the previous and current statements. Contradictory information provided in different responses to the Authority may result in penalties.
- Complete disclosure with no excuse: The Authority does not accept the partial compliance with the information requests. Selective disclosure, even if unintentional, can result in administrative monetary fines.
by Sabiha Ulusoy, Ceren Özkorkut
The Turkish Competition Authority (“Authority”) has concluded two significant investigations involving Türkiye Şişe ve Cam Fabrikaları A.Ş. (“Şişecam”) and its subsidiary Şişecam Çevre Sistemleri A.Ş. (“Çevre Sistemleri”). The first investigation examined potential commitment breaches by Şişecam and Çevre Sistemleri, while the second focused on alleged anti-competitive conduct between Çevre Sistemleri and Karacalar Nakliyat Otomotiv Geri Dönüşüm Sanayi ve Ticaret Ltd. Şti. (“Karacalar”).
In the commitment investigation, the Turkish Competition Board (the “Board”) imposed an administrative monetary fine of approximately TRY 3 billion (TRY 3,154,657,221.00) on the economic entity comprising Şişecam and Çevre Sistemleri. The fine was levied pursuant to Article 17/1(a) of Law No. 4054 on the Protection of Competition (“Law No. 4054”) for breaching commitments related to restrictions on purchases of unprocessed flat glass and obligations to avoid conduct that could undermine the effectiveness of commitment clauses. These commitments had been made binding through the Board‘s decision dated 21 October 2021 and numbered 21-51/712-354, and were subsequently revised through various Board decisions.
Concurrently, the Board determined that Çevre Sistemleri and Karacalar had violated Article 4 of Law No. 4054 through price-fixing of glass cullet, regional and customer allocation schemes designed to restrict competition, and the exchange of competitively sensitive information. In accordance with the ne bis in idem principle, no separate fine was imposed on Çevre Sistemleri given the penalty already levied in the commitment investigation. However, Karacalar received an administrative fine of TRY 1,947,469.47.
Background of the Commitment Investigation
The commitments underlying the administrative fine originated from a preliminary investigation initiated following a confidential complaint submitted to the Authority on 25 October 2020. The investigation examined allegations that Şişecam had abused its dominant position in the glass production market by impeding competitors’ activities and attempting to foreclose them from the market¹⁰. In Türkiye, flat glass production utilizes various raw materials, including furnace-ready glass cullets derived from recycled materials, with waste glass scraps serving as the primary input for these cullets.
The Board first established that Şişecam held a dominant position in the glass packaging market. Upon examining market shares in the upstream furnace-ready glass cullets market, the Board further concluded that Çevre Sistemleri also maintained a dominant position in that sector.
The Board then assessed whether the alleged price/margin squeeze conduct had occurred. Under the Guidelines on the Assessment of Exclusionary Conduct by Dominant Undertakings, a price squeeze arises when a vertically integrated undertaking with upstream market dominance sets margins between its upstream and downstream product prices at levels that would prevent even equally efficient competitors from operating profitably in the downstream market on a sustainable basis¹¹. This conduct constitutes abuse of dominance when the undertaking narrows margins to such an extent that existing or potential downstream competitors cannot compete profitably.
However, the Authority determined that the allegedly affected markets were upstream rather than downstream markets. Şişecam possessed the ability to control both furnace-ready glass cullet prices in the upstream market and waste glass prices, which serve as input for those cullets. The conduct therefore involved the exclusion of rival undertakings from input markets through the exercise of buyer power, with the affected parties being suppliers of furnace-ready glass cullets operating upstream of the glass packaging market.
Since all alleged infringements were conducted through Çevre Sistemleri, which operates under Şişecam’s sole control, the Authority requested relevant purchase data from Çevre Sistemleri. Analysis of pricing data from 2019 to 2021 revealed that equally efficient competitors could not have operated profitably under Çevre Sistemleri’s pricing structure, confirming exclusionary price-squeezing conduct. The Authority concluded that Şişecam had abused its buyer power derived from its dominant position by foreclosing upstream market competitors through its subsidiary. This exclusionary practice involved narrowing margins between competitors’ input costs (waste glass) and output prices (furnace-ready glass cullets), while supply agreement provisions further restricted competitors‘ access to waste glass suppliers.
To address the identified competition concerns, Şişecam and Çevre Sistemleri submitted an eight-clause commitment package. The commitments were designed to limit Çevre Sistemleri’s waste glass purchases and consequent furnace-ready glass cullet production activities. To prevent adverse competitive effects from concentrated purchasing, the commitments included a provision limiting purchases from any single undertaking to 35% of total annual purchases. An additional clause aimed to prevent conduct that could undermine the effectiveness of the primary commitment provisions. The Board determined that these commitments were proportionate to the competition concerns, capable of eliminating those concerns, implementable within a reasonable timeframe, and effectively enforceable. Accordingly, the Board made the commitments binding and terminated the preliminary investigation.
Subsequently, the Board issued two additional decisions reassessing and revising the commitments while maintaining their binding nature. These revisions, implemented through decisions dated 7 July 2022 and 23 February 2023, preserved the commitments‘ enforceability while adapting their terms.
Commitment Breach Findings
Through its decision dated 11 January 2024 and numbered 24-03/33-M, the Board authorized on-site inspections to determine whether Şişecam and Çevre Sistemleri had fulfilled their notification obligations and complied with their commitments. The inspection findings were deemed sufficiently serious to warrant further action. On 4 June 2024, the Board initiated a full-fledged investigation against Şişecam and Çevre Sistemleri through decision numbered 24-24/593-M. Concurrently, based on inspection findings, the Board launched a separate investigation also through its decision numbered 24-24/592-M against Çevre Sistemleri and Karacalar for potential Article 4 violations involving joint price determination, regional and customer allocation, and exchange of competitively sensitive information¹².
The commitment investigation concluded that the independent audit report submitted by the undertakings was insufficient to demonstrate compliance. The Board determined that Şişecam and Çevre Sistemleri had violated two key provisions: (i) the requirement to limit procurement of unprocessed flat glass products from Turkish third parties to 15,000 tons during the five-year period following the 21 October 2021 decision, and (ii) the obligation to avoid conduct that could render the commitments ineffective. Consequently, the Board imposed an administrative fine of TRY 3,154,657,221.00 on the Şişecam economic entity.
Key Implications
These decisions underscore the Board’s rigorous enforcement of the commitment mechanism. Notably, while Article 16 of Law No. 4054 provides for administrative fines following completed investigations, Article 17 imposes daily fines for commitment breaches from the commencement date of the violation. The daily fine amount is calculated as five ten-thousandths of the undertaking’s annual gross revenue, based on the financial year preceding the decision date or the closest available financial year. This enforcement approach demonstrates the Authority’s commitment to ensuring compliance with binding commitments and maintaining competitive market conditions.
For businesses operating in Türkiye’s competitive landscape, these decisions highlight the critical importance of strict compliance with competition authority commitments. Companies should implement robust compliance monitoring systems and seek experienced legal counsel when navigating commitment obligations to avoid substantial financial penalties and reputational risks.
by Oğulcan Halebak, Mehmet Fırat Müezzinoğlu
The Turkish Competition Board (“Board”) continued its active enforcement against resale price maintenance (“RPM”) throughout 2025, issuing several notable decisions across different sectors. While the Board cleared Herbalife of RPM allegations, it imposed significant fines on companies such as Adidas, Pure Organic, Biota, and Canon for engaging in practices deemed to directly or indirectly fix resale prices.
Under Turkish competition law, RPM practices are treated as anti-competitive agreements within the scope of Article 4 of Law No. 4054 on the Protection of Competition (“Competition Law”). Such practices constitute hard-core restrictions under Article 4 of the Block Exemption Communiqué on Vertical Agreements No. 2002/2 and therefore cannot benefit from block exemption. The Board’s recent decisions (which are addressed in chronological order below) illustrate its strict stance on RPM as a by-object infringement sanctionable regardless of its actual effects in market dynamics, as well as its ever-increasing reliance on settlement mechanisms to establish and conclude violations.
The investigation conducted into Adidas has resulted in an administrative fine
According to the official website of 10 October 2025 of the Turkish Competition Authority (“Authority”) , Adidas Spor Malzemeleri Satış ve Pazarlama Anonim Şirketi (“Adidas”), the Turkish entity of the global sportswear company, was fined TRY 402,327,305.84 for violating Article 4 of Competition Law by determining the resale prices of its authorized dealers. The reasoned decision of the Board has not yet been published.
Herbalife Cleared of RPM Allegations
In an investigation initiated upon a complaint, the Board has examined allegations that Herbalife lnternational Ürünleri Ticaret Limited Şirketi (“Herbalife”) violated Article 4 of Competition Law by fixing the resales prices of its distributors.
Whatsapp and e-mail correspondence obtained during an on-site inspection at Herbalife office created a suspicion that Herbalife was monitoring below-cost sales of its distributors and planning intervention in such cases, indicating a potential RPM violation. However, the Board ultimately concluded that Herbalife’s practices did not violate Article 4 of Competition Law as they were aimed at preventing what Herbalife called “marketing plan manipulation”, which referred to unfair practices aimed at abusing the commission system, such as ordering products without genuine customer demand, using different identities to place orders, or creating fake distributors to earn bonuses. Whilst below-cost sales could be an indicator of marketing plan manipulation, they were not sufficient on their own to prove it. Herbalife only assessed below-cost sales to determine whether they resulted from marketing plan manipulation. Moreover, the Board did not identify any direct or indirect intervention by Herbalife in resale prices, nor any sanctions imposed in this respect.
In essence, the Board distinguished between Herbalife’s legitimate efforts to prevent abuse of its commission system and RPM practices, finding that Herbalife’s practices fell into the former category.
Canon Sanctioned for Resale Price Maintenance
As a result of an investigation initiated ex-officio, the Board held that Canon Eurasia Görüntüleme ve Ofis Sistemleri Anonim Şirketi (“Canon”), the Turkish entity of the Japanese imaging and optical products manufacturer, violated Article 4 of Competition Law by setting the resale prices of its resellers, and imposed a fine of TRY 38,300,958.83 on the company based on its 2023 turnover.
The Board based its decision on a total of five findings consisting of internal and external correspondence of Canon, as well as an internal correspondence of one of Canon’s distributors. According to the Board, the findings demonstrated that Canon had established a certain price level, actively monitored resale prices, intervened when these deviated from set prices, and used sanctions to discipline pricing. Canon’s RPM practices concerned both its distributors and electronic stores operating at a retail level.
Within its reasoned decision, the Board clarified that RPM violations do not require direct contractual relationships between suppliers and distributors. In the present case, whilst resellers purchased products through distributors and not directly from Canon, the latter determined all support payment amounts and which resellers received them, with distributors merely acting as intermediaries. This gave Canon the ability to discipline retailers indirectly through support payments in case they deviate from set prices. The Board further emphasized that RPM practices are considered as a violation of Competition Law by object, and rejected Canon’s defences that it made reasonable price increases and that the first price revision occurred two months after the communications in question. The Board clarified that actual retail prices of Canon products and whether prices were actually increased following the intervention do not affect the existence of the RPM conduct.
Lastly, in response to Canon’s claims that the required standard of proof has not been met, the Board explained that the principle of freedom of evidence applies, meaning that various forms of evidence including internal communications, instant messages, and internet chat outputs are admissible without requiring formal requirements such as signatures or written agreements, and that the number of documents is not determinative as sometimes a single document suffices to demonstrate the violation’s existence and elements.
Settlement Brings Closure to Pure Organic RPM Investigation
The Board has initiated an ex-officio investigation against Pure Organic Gıda A.Ş. (“Pure Organic”), a company selling and distributing organic flour, to determine whether it had violated Article 4 of Competition Law by setting the resale prices of retailers. The investigation was concluded via settlement, whereby Pure Organic irrevocably accepted the RPM allegations and was fined TRY 16,583.82 based on its 2023 turnover after a 25% settlement discount.
The Board’s case was based on a number of e-mail and WhatsApp correspondence between Pure Organic and its retailers, where Pure Organic requested retailers to increase shelf prices, comply with recommended prices, and planned to issue warning to retailers that did not comply with the recommended resale prices.
In line with its recent stance on RPM cases, in its reasoned decision, the Board once again stated that direct and indirect interference with price, one of the most significant parameters of competition, will, in most cases, constitute a restriction of competition by object. Accordingly, the Board explained that such practices cannot benefit from exemption under Article 5 of Competition Law.
Settlement Finalizes Biota’s RPM Investigation
The Board has initiated an investigation against economic entity comprising Biota Bitkisel İlaç ve Kozmetik Laboratuvarları A.Ş., Derma Cos İlaç Medikal ve Kozmetik Sanayii ve İç Ticaret A.Ş., and Derma-Cos Kozmetik Sanayi Ticaret İthalat ve İhracat Limited Şirketi (“Biota”), a Turkish hair care and dietary supplement company, to determine whether it had violated Article 4 of Competition Law by setting the resale prices and/or restricting Internet sales of retailers. The investigation was concluded via settlement, whereby Biota irrevocably accepted the RPM allegations and was fined TRY 31,395,633.86 based on its 2023 turnover after a 25% settlement discount. It is noteworthy that the base fine was increased one-fold due to recurrent violation; in fact, Biota was already fined by the Board in 2022 for engaging in RPM practices.
The Board has obtained a number of mostly internal e-mail and WhatsApp correspondence during an on-site inspection at Biota, based on which the Board found that Biota monitored the shelf prices of resellers operating in the traditional channel and made attempts to ensure retailers complied with the resale prices set by Biota. Biota also intervened into shelf prices of retailers selling for discounted prices. Moreover, Biota conditioned a pharmacy’s ability to sell on Trendyol (a major online marketplace) on complying with Biota’s set prices. Biota blocked sellers who deviated from these prices under the pretext of “brand violations”, indicating that its online monitoring was aimed at enforcing set prices rather than restricting online sales. It should be noted that the Board specifically referred to the term “disrupted prices”, which Biota employees used internally to describe prices deviating from those set by Biota. This term has long been on the radar of the Authority’s case handlers, who frequently use it as a search keyword during on-site inspections. The Board’s emphasis underscores the need for greater awareness and training regarding the use of sensitive terminology.
by Deniz Benli Kandiyoti, Ece Ulusoy
The Board has recently cleared the acquisition of all shares and voting rights in, and sole control over Ontex Tüketim Ürünleri Sanayi ve Ticaret Anonim Şirketi (“Ontex Türkiye”) by Dilek Gıda Üretim ve Pazarlama Ticaret Anonim Şirketi (“Dilek Gıda”, together with Ontex Türkiye the “Parties”) subject to the commitments offered by Dilek Gıda. The acquisition represents a vertical integration whereby Dilek, primarily a fast-moving consumer goods (“FMCG”) distributor in Türkiye, integrating upstream manufacturing level of baby care and adult incontinence products by targeting operational efficiencies, elimination of double marginalisation and all in all more competitive offerings in the Turkish market.
The transaction raised both horizontal and vertical competition concerns that required careful analysis and ultimately led to the submission of commitments to secure a timely Phase I clearance. This article examines the competitive landscape, the Turkish Competition Authority (“Authority”)’s competitive concerns on the transaction, offered commitments and the broader implications for the FMCG sector in Türkiye.
Ontex Türkiye
Ontex Türkiye, a local subsidiary of Belgium based Ontex Group is active in the manufacturing and supply of baby care products (under the Canbebe brand) and adult incontinence products (under the Canped, ProSafe, and Windelhosen brands) from its production facility in Istanbul. Prior to the transaction, Ontex’s presence in the baby care market in Türkiye was modest. While in contrast, Ontex Türkiye was a leading supplier in the adult incontinence market.
Dilek Gıda
Dilek Gıda, part of Dilek Group of companies, is primarily an FMCG distributor in Türkiye and through its recently acquired subsidiary Canan Kozmetik, also produces certain personal care products. Dilek Gıda’s FMCG distribution activities are not limited to offering logistical services to the manufacturers for the transportation of goods, but rather constitutes resale activities, rendering Dilek Gıda an independent distributor of the relevant products. Dilek Gıda, among a wide range of goods, is active in general tissue and hygiene paper distribution segment which covers both baby care and adult incontinence products. Notably, Dilek Gıda was an important distributor for Hayat Kimya Sanayi A.Ş. (“Hayat Kimya”), which is a significant player in relevant markets for baby care and adult incontinence products.
Pre-Transaction Competitive Landscape: The Hayat Kimya Connection
The transaction presented a unique competitive dynamic due to Dilek Gıda’s pre-existing relationship with Hayat Kimya, a key competitor of Ontex Türkiye. Prior to the transaction, Dilek Gıda was not active in the production of the relevant products, but acted as a distributor for Hayat Kimya (distributing Molfix, Bebem Natural, and Goodcare branded goods in baby care, and Joly and GoodCare in adult incontinence), creating a pre-transaction vertical link between Dilek Gıda, a downstream distributor, and one of Ontex Türkiye’s significant competitors Hayat Kimya, an upstream manufacturer. As Hayat Kimya competes directly with Ontex Türkiye in both baby care and adult incontinence markets in Türkiye, this relationship created the foundation for the Authority’s horizontal concerns regarding the post-transaction landscape where Dilek would be a distributor of one of its primary competitors in the production level after the acquisition of Ontex Türkiye.
Horizontal Competition Concerns: Market Power Consolidation and Pricing Information Exchange
The Authority’s horizontal concerns centred primarily on the potential market power consolidation by Dilek Gıda regarding the adult incontinence products where Ontex Türkiye was a leading supplier. In this context, Dilek Gıda would be a leading manufacturer of adult incontinence products in Türkiye while also controlling a significant portion of the distribution activities for Hayat Kimya; triggering concerns on creating a dominant position and lessening the competition in the adult incontinence products landscape. The concerns were not merely limited to consolidation of market power by Dilek Gıda, as the transaction was to also create a link between two significant manufacturers through a vertical distribution relationship which results in price coordination risks between Hayat Kimya and Ontex Türkiye produced goods through their common link with Dilek Gıda. Specifically, the concern was that Dilek Gıda’s continued distribution of Hayat Kimya products post-acquisition would inherently concern exchange of pricing information in a vertical sense, but between two competing manufacturers. The market power consolidation and risks for coordinated behaviour through unavoidable information exchange represented a credible horizontal threat that had to be addressed through commitments.
Vertical Competition Concerns: Input and Market Foreclosure
Beyond the horizontal concerns, the Authority identified potential vertical foreclosure risks arising from the integration of Ontex Türkiye’s manufacturing capabilities with Dilek Gıda’s strong distribution network.
The Authority probed the potential for input foreclosure affecting Ontex Türkiye’s current distributors post-transaction, examining whether Dilek Gıda would have the ability and incentive to restrict Ontex Türkiye’s existing distributors’ access to Ontex Türkiye products. The concern was that following the acquisition, Dilek Gıda might have terminated relationships with Ontex Türkiye’s existing distributors to channel all, or at least a significant portion of its distribution through its own network, thereby preventing these distributors from an important input source and potentially leading to market foreclosure effects.
The Parties argued that (i) multiple alternative upstream suppliers will still exist post-transaction, (ii) FMCG distributors are flexible in terms of their input channel and can switch across not only competing products in the segment, but entirely different types of products within wide range of FMCGs without any need for significant time or costs and therefore, they are not bound with a specific product group to sustain their commercial activities and (iii) non-specialised distribution assets and no requirement for significant know-how in FMCG distribution market altogether would mean no appreciable foreclosure risk for the existing distributors to survive. However, against the arguments by the Parties, the Authority’s persisted concerns still leaned towards conducting a comprehensive economic analysis to determine whether Dilek Gıda would have the ability and incentive to exclude Ontex Türkiye’s existing distributors and ultimately, whether a specific commitment was required to address distributors’ business concerns.
The Commitments: Termination of Hayat Kimya Distribution Relationship & Protection of Ontex’s Existing Distributors from Rapid Changes
To address the Authority’s concerns and secure a timely Phase I clearance, the Parties submitted commitments addressing both the horizontal and vertical issues identified.
To secure a Phase I clearance, Dilek Gıda committed to terminate its Hayat Kimya distribution agreements for adult incontinence products and to promptly inform the Authority of all termination steps, provided that the transaction was cleared. The Parties emphasised that, following such termination there would be no overlaps or vertical links between two significant manufacturers Ontex Türkiye and Hayat Kimya. This commitment directly addressed the concerns for consolidation of market power and horizontal price coordination by severing the link between Dilek Gıda, which will be controlling Ontex Türkiye post-acquisition and Hayat Kimya, thereby eliminating the conduit through which competitively sensitive information could flow between the two competing manufacturers.
To address potential market foreclosure concerns regarding Ontex Türkiye’s existing distributors, Dilek Gıda undertook to not to intentionally terminate the agreements of Ontex Türkiye’s existing distributors for 12 months following closing of the transaction unless a contractual breach or default occurs by distributors’ end. The Parties argued that this commitment preserves distributors’ opportunity to plan against and adapt to changing landscape and eliminates any risk of foreclosure that could disrupt their business.
This behavioural commitment addressed the vertical input foreclosure concern by ensuring continuity and stability for Ontex Türkiye’s existing distributor network during the critical post-merger integration period, preventing Dilek Gıda from consolidating all distribution in-house and foreclosing its downstream competitors in a short period. Settlement of the Authority for a limited time protection for existing distributors of Ontex Türkiye suggests that the Parties arguments as to FMCG distributors being not bound by type of input but can act as generalist distributors prevailed.
Market Definition Challenge: Distribution for the Fast-Moving Consumer Goods
One notable aspect of the case was the relative scarcity of Authority precedent examining the FMCG distribution market structure, particularly at the downstream resale levels. Baby care products are sold mainly via large retail chains and e-commerce platforms, whilst adult incontinence products rely more heavily on pharmacies, with growing e-commerce penetration. These sectoral distribution patterns in Türkiye feature multiple channels and wide accessibility, with strong retailer buyer power and multi-channel strategies employed by manufacturers.
The relevant upstream product markets were defined as the supply of baby care products and the supply of adult incontinence products, consistent with European Commission precedent and the Authority’s prior practice. At the downstream level, however, the structure was rather complex as manufacturers, wholesalers and retailers of different sizes could conduct sale to same endpoints such as direct sales to customers, to pharmacies, medical resellers and retail stores. While the precedent of the Authority previously looked into procurement channels of FMCG sale points within the scope of its market probes aimed at FMCG markets, these channels were not priorly examined from a merger control perspective. In this respect, it was a challenge for both the Parties and the Authority to define and measure the downstream markets where cross-sales between different levels of the value chain are common.
Conclusion
The Dilek Gıda/Ontex Türkiye transaction represents a significant vertical integration in the Turkish FMCG sector, combining upstream manufacturing capabilities in baby care and adult incontinence products with downstream distribution expertise. The case is notable for several reasons. The transaction raised both horizontal concerns (through market power consolidation and price coordination risks) and vertical concerns (input foreclosure for existing distributors), requiring a well-designed remedial package. The case provides rare insight into the Authority’s approach to FMCG distribution markets, where reliable market data at the distributor level is scarce and market definition must account for the flexible, generalist nature of distribution activities. The two-pronged commitment approach, severing the Hayat Kimya relationship to address horizontal concerns and protecting existing distributors to address vertical concerns, demonstrates a tailored response to the specific competitive dynamics identified. The use of production-level market data as a proxy for distribution-level analysis, given data limitations, reflects pragmatic market definition in sectors where traditional market sizing proves challenging.
The commitments offered by the Parties effectively address the Authority’s concerns whilst preserving the pro-competitive efficiencies of vertical integration. These commitments eliminate overlaps and vertical links via Hayat Kimya and remove distributor foreclosure risk, forming the basis for Phase I clearance. The case underscores the Authority’s careful scrutiny of transactions that combine horizontal and vertical dimensions, particularly where information exchange risks and foreclosure concerns intersect.
by Onur Berke Okur, Ece Ulusoy
[1]The Board’s Tetra Pak decision dated 01.08.2024 and numbered 24-32/758-319.
[2]The Authority’s announcement does not include any information regarding the outcome for Michael Page International Nem İstihdam Danışmanlığı Limited Şirketi.
[3]The Board’s Borusan/Ceva decision dated 23 October 2025 and numbered 25-40/967-560.
[4]The Board’s Honeywell / Civitanavi decision dated 15 August 2024 and numbered 24-33/808-342.
[5]The Board’s Param / Kartek decision dated 27 December 2024 and numbered 24-56/1241-531
[6]The Board’s Luxottica / Essilor decision dated 1 October 2018 and numbered 18-36/585-286
[7]The Board’s Tofaş/Stellantis decision dated 18 April 2025 and numbered 25-15/359-172
[8]The announcement is available here both in English and Turkish: https://www.rekabet.gov.tr/en/Guncel/investigation-on-novonesis-concluded-b135473751baf01193f10050568585c9
(Turkish);The Investigation was conducted with the Board’s decisions dated 28 March 2024 (numbered 24-24/593-M) and dated 20 March 2025 (numbered 25-11/262-M).
[9]Board’s decision dated 07.07.2022 and numbered 22-32/498-200; Board’s decision dated 23.02.2023 and numbered 23- 10/170-53
[10]Board’s decision dated 21.10.2021 and numbered 21-51/712-354.
[11]Guidelines on the Assessment of Exclusionary Conduct by Dominant Undertakings, para. 61.
[12]Seehttps://www.rekabet.gov.tr/tr/Guncel/turkiye-sise-ve-cam-fabrikalari-as-sisec-2f529c9ed23aef1193cc0050568585c9
[13]The Board’s Epson Italia Decision dated 12.10.2023 and numbered 23-48/910-324
[14]The Board’s Koyuncu Decision dated 21.09.2023 and numbered 23-45/839-295
[15]The Board’s Hepsiburada decision dated 07.10.2021 and numbered 21-48/678-338
[16]The Board’s Balsu decision dated 17.08.2023 and numbered 23-39/727-250
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