Significant Amendments on the Turkish Merger Control Regime

The Amending on Communiqué Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board (Communiqué No. 2010/4) (“Amending Communiqué”) entered into force upon its publication in the Official Gazette dated February 11, 2026. The Amending Communiqué implements changes in the procedures and principles regarding mergers and acquisitions that require notification to and approval from the Turkish Competition Authority in order to be legally valid, as well as the notification of such transactions. The turnover thresholds, which were last updated in March 2022, were expected to be redefined.

The Amending Communiqué updates the turnover thresholds for notifying mergers and acquisitions, changes the scope of the technology undertaking exemption, specifies concrete parameters to be considered in reviewing joint venture transactions, and introduces a transition mechanism for ongoing merger reviews.

The main changes introduced by the Amending Communiqué are examined below.

New Turnover Thresholds

The most significant change introduced by the Amending Communiqué is the updating of the turnover thresholds required for a merger or acquisition to be subject to the approval of the Turkish Competition Board (“the Board”). Accordingly,

- The total turnover of the parties to the transaction in Türkiye must exceed 3 billion TRY, and the turnover of at least two of the parties to the transaction in Türkiye must exceed 1 billion TRY each, or

- In acquisitions, the assets or activities subject to the transaction, or in mergers, the turnover of at least one of the parties to the transaction in Türkiye must exceed 1 billion TRY, and the global turnover of at least one of the other parties to the transaction must exceed 9 billion TRY.

In such cases, the transaction must obtain approval from the Board in order to be legally valid.

Scope of the Technology Undertaking Exemption:

The scope of the “technology undertaking exemption,” which allows the Board to review acquisitions of technology undertakings without being subject to the aforementioned turnover thresholds, has also been amended. Accordingly, in merger transactions where at least one of the parties to the transaction is a technology undertaking based in Türkiye, and in transactions related to the acquisition of such undertaking, a turnover threshold of 250 million TRY will be applied for the party to the transaction subject to the merger. With this change, while the scope of transactions subject to approval is narrowed by the specified turnover threshold, the technology undertaking exemption, which previously applied only to the acquisition of technology undertaking, now also covers merger transactions.

 

Definition of “Transaction Party”: 

With the Amending Communiqué, the definition of “transaction party” has been detailed within the framework of the economic unity approach, particularly with regard to the party subject to the transaction. Accordingly, “transaction party” is defined as covering “the economic units in which the undertakings are involved from the perspective of the acquiring/merging party, while from the perspective of the relevant undertaking subject to the transaction, it is defined as covering “itself and the economic units it controls.”

Parameters for Joint Venture Reviews 

On the other hand, the Amending Communiqué has clarified the parameters to be considered in joint venture reviews. In this context, when joint ventures are examined, parameters such as whether the main undertakings have significant activities in the same market as the joint venture, in vertically related markets, or in closely related neighboring markets, and the likelihood that the coordination resulting from the establishment of the joint venture will eliminate competition will be evaluated.

Simplification of the Notification Form

The Amending Communiqué has simplified the obligations regarding the completion of the Notification Form. Accordingly, if the parties' total market shares in the affected markets are less than 15% for horizontal overlaps and less than 20% for vertical overlaps, they will not be required to provide certain information in the Notification Form. Furthermore, certain simplifications are envisaged in completing the Notification Form for acquisitions made by undertakings such as venture capital investment partnerships, venture capital investment funds, or venture capital companies.

Transition Mechanism

Finally, a transition provision has been introduced by the Amending Communiqué, stipulating that ongoing proceedings currently under review will be terminated by a decision of the  Board if they are found not to meet the newly established turnover thresholds or other conditions required for notification.

            As a result, with the Amending Communiqué that entered into force on the date of publication, turnover thresholds have been updated, the scope of the technology undertaking exemption has been changed, concrete parameters to be considered in the examination of joint venture transactions have been determined, and a transition mechanism has been introduced for ongoing reviews. Going forward, it is important to analyze the notifiability of merger and acquisition transactions to the Board in line with the Amending Communiqué and to prepare the Notification Form in accordance with its updated structure.

AUTHORS

Nuri Melih İnce

Ahmet Çağrı Kılınç