Amendments to the Communiqué on Mergers andAcquisitions Requiring Competition Authority Approval

Communiqué No. 2026/2 on the Amendment of Communiqué No. 2010/4 Concerning Mergers and Acquisitions Requiring the Approval of the Competition Board (the “Amending Communiqué”) was published in the Official Gazette dated February 11, 2026 and numbered 33165, and entered into force as of its date of publication. Through the Amending Communiqué, the turnover thresholds applicable to mergers and acquisitions subject to the approval of the Competition Board (the “Board”) have been revised. In addition, further clarity has been provided on various conceptual and procedural matters of practical significance. An overview of the key developments introduced by the Amending Communiqué is set out below.

1. Definition of Transaction Party

The Amending Communiqué revises the definition of the “transaction party” in order to eliminate practical uncertainties regarding the scope of merger and acquisition transactions. Accordingly, in merger transactions, the economic units forming part of the economic integrity to which the merging undertakings belong are considered transaction parties. In acquisition transactions, the economic units forming part of the economic integrity to which the acquiring undertakings belong are deemed transaction parties. With respect to the transferred undertaking, both the undertaking itself and the economic units it controls are included within the scope of the transaction party.

2. Turnover Thresholds

The Amending Communiqué significantly increases the turnover thresholds applicable to transactions requiring the approval of the Board. Pursuant to Article 7(1) of Communiqué No. 2010/4, a filing obligation arises where the aggregate Turkish turnover of the transaction parties exceeds TRY three billion and the Turkish turnover of at least two of the transaction parties each exceeds TRY one billion. Alternatively, in acquisition transactions, where the Turkish turnover of the transferred assets or business exceeds TRY one billion and the worldwide turnover of at least one of the other transaction parties exceeds TRY nine billion, Board approval is required. Similarly, in merger transactions, approval is required where the Turkish turnover of at least one of the transaction parties exceeds TRY one billion and the worldwide turnover of at least one of the other transaction parties exceeds TRY nine billion.

3. Technology Undertaking

Communiqué No. 2010/4 previously included an exception providing that turnover thresholds would not apply to the acquisition of technology undertakings, defined as undertakings and related assets operating in the fields of digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies. The Amending Communiqué narrows the scope of this exception and places it within a clearer framework. Most notably, it introduces a requirement that the relevant technology undertaking must be established in Türkiye in order for the exception to apply. Under the previous regime, criteria such as conducting activities in Türkiye, carrying out R&D in Türkiye or providing services to users located in Türkiye were considered sufficient, which led to uncertainties in practice, particularly with respect to global technology companies.

The new regulation eliminates these ambiguities by limiting the exception exclusively to technology undertakings established in Türkiye. In addition, it has been introduced that a Turkish turnover threshold of TRY 250 million will apply with respect to technology undertakings. Accordingly, instead of an automatic filing obligation for technology transactions, a more proportionate threshold-based system has been adopted. Further clarity has also been provided regarding the scope of the exception. Under the previous regime, reference was made only to acquisition transactions and it was not explicitly specified to which party the threshold exemption would apply. The Amending Communiqué now provides that merger transactions in which at least one transaction party established in Türkiye qualifies as a technology undertaking also fall within the scope of the exception. In acquisition transactions, however, it is expressly stipulated that the exemption applies solely to the target undertaking.

4. Timing of Notification

The Amending Communiqué explicitly regulates the commencement of the review period in cases where opinions must be obtained from public institutions or organizations. Accordingly, the review period of the Competition Authority (the “Authority”) will commence on the day following the date on which the relevant opinion is entered into the Authority’s records. This amendment reflects the established practice in the text of the Communiqué.

5. Joint Ventures

The assessment framework applicable to joint ventures has also been clarified. In evaluating potential coordination risks between parent companies, the Board will in particular consider whether two or more transaction parties have significant activities in the same market as the joint venture, or in upstream, downstream, or closely related neighboring markets in which the joint venture operates. The Board will also assess whether the coordination that may arise as a result of the establishment of the joint venture could eliminate competition between the parent undertakings in respect of a significant part of the relevant products or services.

6. Notification Forms

The Amending Communiqué introduces significant simplifications to the notification form. The information required from transaction parties qualifying as venture capital investment trusts, venture capital funds, private equity companies, or individual participation investors has been limited to matters directly related to their activities in Türkiye. This exemption, however, does not apply to the target undertaking. In transactions involving an affected market, completion of the long form sections becomes mandatory where the parties’ combined market share exceeds 15% in the case of horizontal overlaps and/or where at least one party’s market share exceeds 20% in the case of vertical overlaps.

Moreover, the revised notification form abolishes the requirement to provide, for each affected market worldwide, sales data for the past three years, the parties’ market shares, and the trade names and market shares of competitors exceeding 5%. This change is expected to substantially reduce the data collection burden, particularly in multinational transactions.

7. Assessment

The Amending Communiqué significantly increases the turnover thresholds, thereby reducing the number of notifiable transactions and enabling the Authority to focus its resources on larger scale transactions that are more significant from a competition law perspective. At the same time, it places the exception regime applicable to technology undertakings within a narrower and more predictable framework. The simplifications introduced to the notification form and the limited information requirement applicable to venture capital investors reduce the administrative burden, particularly in transactions involving financial investors. However, by linking the long form filing obligation in transactions involving an affected market to specific market share thresholds, the revised framework preserves the need for a more detailed competition analysis in transactions involving horizontal or vertical overlaps.