Amendments to the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board

The Communiqué on Amendments to the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No. 2026/2), amending the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No. 2010/4), was published in the Official Gazette dated 11.02.2026 and numbered 33165, and entered into force on the same date.

With Communiqué No. 2026/2, the notification thresholds have been increased; the special regime applicable to technology undertakings has been restructured; certain core definitions have been amended; and the substantive assessment framework applicable to mergers and acquisitions has been elaborated. The principal amendments are summarized below.

Amendments to Definitions

Communiqué No. 2026/2 revised the definitions of “undertaking concerned”, “transaction party” and “technology undertakings”. Accordingly:

“Undertaking concerned” refers, in the case of a merger, to the merging undertakings, and in the case of an acquisition, to the acquiring undertaking with the person or economic units subject to the acquisition.

“Transaction party” refers, in the case of a merger, to the economic entities to which the merging undertakings belong, and in the case of an acquisition, to the economic entities to which the acquiring undertakings concerned belong, and, with respect to the relevant undertaking concerned subject to the transfer, to itself and the economic units it controls.

“Technology undertakings” refers to undertakings operating in the fields of digital platforms together with software and game software, financial technologies, biotechnology, pharmacology, agricultural chemicals, and health technologies, or to assets related to such undertakings.

Increase in Turnover Thresholds

In a merger or acquisition transaction, the approval of the Competition Board (Board) will be mandatory where:

• The aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion and the Turkish turnover of at least two of the transaction parties each exceeds TRY 1 billion; or
• In acquisition transactions, the Turkish turnover of the assets or activities subject to the acquisition, or in merger transactions, the Turkish turnover of at least one of the transaction parties exceeds TRY 1 billion, and the worldwide turnover of at least one of the other transaction parties exceeds TRY 9 billion.

The special regulation applicable to technology undertakings was restructured such that in merger or acquisition transactions where at least one technology undertaking established in Türkiye is a party, a turnover threshold of TRY 250 million will be applied with respect to the acquired party.

Regulation on Turnover Calculation

It was expressly provided that in acquisition transactions involving the transfer of parts of an undertaking, whether incorporated or unincorporated, only the turnover of the transferred part will be taken into account with respect to the transferring party.

Date of Effectuation of Notification

It was expressly provided that in cases where an opinion must be obtained from a public institution or authority, the relevant time periods will commence as of the day following the date on which such opinion is recorded in the Board’s registry.

Assessment Framework for Mergers and Acquisitions

The provisions governing the assessment of mergers and acquisitions were revised.

The regulation on joint ventures was clarified. Where a joint venture is established that will perform on a lasting basis all the functions of an autonomous economic entity, the transaction in question will be assessed not only under merger control rules but also within the framework of Articles 4 and 5 of Law No. 4054 on the Protection of Competition.

In this context, it was provided that the Board will take into account the activities of the transaction parties in the same or related markets as the joint venture and the possibility of coordination between the parent undertakings as a result of the joint venture.

Furthermore, it was expressly provided that the Board may impose conditions and obligations on its approval decision and that the approval granted will cover restrictions directly related and necessary to the implementation of the transaction.

Amendments to the Notification Form

It was provided that certain information need not be provided in the Notification Form on Mergers and Acquisitions depending on the market shares of the transaction parties. This has paved the way for transactions with relatively low competition concerns to apply through a simplified form.

Provision Regarding Ongoing Reviews

It was provided that where turnover thresholds or other conditions are amended, ongoing review processes may be terminated by a Board decision with respect to transactions under review as of the effective date of such amendment that fall below the newly determined thresholds or no longer meet the other conditions