EU Approves IGA Holding and Unifree Duty Free JV

The European Commission has approved a joint venture between İGA Holding A.Ş. and Unifree Duty Free İşletmeciliği Anonim Şirketi, both based in Türkiye. The approval came under the EU Merger Regulation, which governs large cross-border business combinations even when the companies are not European entities. The transaction relates primarily to the operation of travel retail stores outside of the European Economic Area. The Commission said it would not raise competition concerns given the deal’s limited impact on the EEA market. This clearance allows the partnership to move forward without the standard, time-intensive merger investigation.

Unifree Duty Free is one of Türkiye’s largest travel retail operators. Founded in 1975 by the Üstünkaya and Bilginer families, the company has been the Turkish joint venture partner of Germany’s Gebr. Heinemann since 1999, operating together under the ATÜ brand. Unifree is the sole duty free operator at Istanbul Airport and also runs stores at Dalaman Airport, Kosovo’s Pristina Airport and the Dereköy border crossing in Kırklareli province. Its footprint extends to Georgia, North Macedonia, Tunisia, Latvia, Saudi Arabia and Oman, among other markets. The company’s presence spans several borders, offering duty-free shopping to passengers passing through these various transit points.

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İGA Holding is linked to İGA Havalimanı İşletmesi A.Ş., the consortium behind the operation of Istanbul Airport. The airport opened in 2018 and has since grown into one of the busiest aviation hubs in Europe, positioning itself as a global transit point for connecting passengers. Unifree signed a 25-year contract that year to operate all airside retail space at the airport, spanning tens of thousands of square metres of shopping area. This long-term agreement gives the company a significant foothold in one of the world’s busiest travel corridors.

The case was examined under the simplified merger review procedure, which the Commission reserves for concentrations unlikely to raise competition issues from the outset. The process allows for a faster clearance than standard in-depth merger investigations. Under EU merger control rules, transactions that meet certain turnover thresholds must be notified to Brussels and cleared before they can be completed, even when the companies involved are based outside the European Union. The Commission assesses each case for its potential effect on competition within the EEA before issuing a decision.

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Türkiye’s travel retail sector has expanded steadily in recent years, driven by rising passenger numbers through Istanbul Airport and growing demand for duty free shopping across the wider region. The Commission did not disclose financial terms of the joint venture or specify which markets outside the EEA the new entity will target. Officials noted that the scope of the transaction remains focused on international travel, keeping the competition environment largely unchanged within the European Economic Area.