Significant Amendments To The Merger And Acquisition Communiqué

With the “Communiqué on the Amendment of the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No: 2010/4)” (Communiqué No: 2026/2), which entered into force upon its publication in the Official Gazette dated 11 February 2026 and numbered 33165 (the “Amendment Communiqué”), within the scope of the “Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board” (the “Merger and Acquisition Communiqué”), the turnover thresholds and several  fundamental concepts utilized in determining whether merger and acquisition transactions are subject to the approval of the Competition Board (the “Board”) have been updated; a framework provision regarding the coordination analysis in joint ventures has been introduced; and amendments aimed at simplification have been made to the Notification Form.

Below, the key points of note in terms of practice within the scope of the Amendment Communiqué are summarised.

1. Increase in Turnover Thresholds

In consideration of  changes in macroeconomic indicators, the Turkish Competition Authority has increased the turnover thresholds required for transactions to be subject to the approval of the Board.

Accordingly, in a transaction as specified under Article 5 of the Communiqué, in a merger or acquisition transaction pursuant to the updated turnover thresholds, obtaining the approval of the Board is mandatory in order for the transaction to acquire legal validity where one of the following alternative conditions is satisfied:

• The aggregate Türkiye turnovers of the transaction parties exceed TRY 3 billion, and the Türkiye turnovers of at least two of the transaction parties each separately exceed TRY 1 billion; or

• In acquisition transactions, the Türkiye turnover of the assets or business being acquired (or, in merger transactions, the Türkiye 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.

It is considered that the increase in turnover thresholds will contribute to procedural economy by limiting the scope of the notification obligation to transactions that are more significant from a competition perspective.

2. Amendment to the Scope of the Technology Undertaking Exception

While preserving the special regime regarding technology undertakings, the Amendment Communiqué has limited the application to “technology undertakings established in Türkiye” and, in addition, introduced a requirement of TRY 250 million Türkiye turnover for transactions involving such undertakings.

Accordingly, in merger transactions where at least one of the transaction parties is a technology undertaking established in Türkiye, and in transactions relating to the acquisition of such undertakings, the Türkiye turnover threshold set at TRY 1 billion for the technology undertaking will be applied as TRY 250 million.

It is considered that, with this amendment, uncertainties that may arise in the application of the technology undertaking exception will be eliminated to a significant extent.

3. Update to the Definitions of “Undertaking Concerned” and “Transaction Party”

With the Amendment Communiqué, the definitions of “undertaking concerned” and “transaction party” have been redefined and elaborated. Thus, predictability   has been enhanced—particularly in transactions with complex control structures—as to which party’s turnover will be taken into account.

4. Express Provision on Coordination Analysis in Joint Ventures

Pursuant to paragraph 4 of the new Article 13 of the Merger and Acquisition Communiqué, an express provision has been introduced to the effect that, in the Board’s assessment—particularly in relation to a transaction for the establishment of a full-function joint venture having the object or effect of restricting competition between the parent undertakings—the following matters will be taken into account:

• Whether two or more transaction parties have significant activities in the same market as the joint venture, or in a downstream, upstream, or closely related neighbouring market in which the joint venture operates;

• Whether there is a possibility that coordination which is the direct result of the establishment of the joint venture will eliminate competition between the parent undertakings in respect of a significant part of the products or services concerned.

5. Amendments to the Notification Form

With the Amendment Communiqué, the Notification Form has been updated; and it has been expressly regulated in the introductory provisions that a “simplified information set” will apply in certain scenarios. Accordingly;

• In transactions where one of the transaction parties will acquire sole control over an undertaking over which it already has joint control (transition from joint control to sole control); or

• Where, in Türkiye, the combined market shares of the transaction parties remain below 15% for horizontal relationships in any affected market, and below 20% for vertical relationships for any one of the transaction parties,

it will not be necessary to submit a significant portion of the information requested in Sections 3, 4, and 5 of the Notification Form in respect of the relevant affected market. It is further regulated that, where there is no affected market in Türkiye, it will be sufficient, under Section 3, to submit only the information requested in Article 3.1 of the Notification Form.

In addition, except for the target; it has been stipulated that for transaction parties qualifying as a venture capital investment trust, venture capital investment fund, venture capital company, or individual participation investor, it has been deemed sufficient to provide only Türkiye-specific information in Articles 2.2 and 2.4 of the Form; and it has been regulated that, where it is declared that the worldwide turnover threshold is exceeded, it will also be sufficient under Article 2.5 to include only Türkiye-specific information.

6. Transitional Provision

It has been regulated that, with respect to transactions whose review is ongoing as of the date on which the Amendment Communiqué was published (and therefore entered into force), ongoing review processes will be terminated by a decision of the Board for those transactions determined to fall below the new turnover thresholds or not to meet the other conditions.

Conclusion

In summary, it is expected that the Amendment Communiqué will contribute to procedural economy by updating the turnover thresholds and thereby directing the notification obligation towards transactions that are more significant from a competition perspective; by providing clarity on fundamental concepts such as the technology undertaking exception and “transaction party/undertaking concerned”, thus reducing uncertainties in practice; and by introducing a more simplified structure in the Notification Form. Furthermore, it is envisaged that amendments will subsequently be made to the relevant guidelines in a manner compatible with the updated version of the Merger and Acquisition Communiqué.

As a practical note, it may be stated that it is important that whether a transaction is subject to the Board’s approval be assessed meticulously on a case-by-case basis in line with the relevant new provisions; that the notification be prepared in full in accordance with the updated structure of the Notification Form; and that the short/long form distinction be made accurately on a transaction-specific basis.

The full text of the Amendment Communiqué as published in the Official Gazette may be accessed via this link.

13.2.2026