Associé
Analyses & décryptages
Mergers and Acquisitions Legislation Updated
The Communiqué on Amendments to the Communiqué on Mergers and Acquisitions Requiring Approval from the Competition Board (the “Amended Communiqué”), amending Communiqué No 2010/4, was published in the Official Gazette dated 11 February 2026 and numbered 33165 and entered into force on the same date.
The update introduces significant changes to (i) turnover thresholds, (ii) the special regime applicable to technology undertakings, (iii) joint venture coordination assessment, and (iv) the notification form and ongoing review procedures.
Below is a summary of the key updates by the Amended Communiqué:
INCREASE IN TURNOVER THRESHOLDS[1]
The main amendment introduced by the Amended Communiqué is the increase in turnover thresholds triggering approval by the Competition Board (the “Board”). In this context, the thresholds stipulated in the former regulation have been increased by three to four times and are determined as follows:
- the aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion (approximately EUR 67.1 million) and the Turkish turnover of at least two of the parties each exceeds TRY 1 billion (approximately EUR 22.4 million) or;
- in acquisitions, the Turkish turnover of the transferred assets or business (or, in mergers, at least one of the parties) exceeds TRY 1 billion (approximately EUR 22.4 million) and the global turnover of at least one of the other parties exceeds TRY 9 billion (approximately EUR 201.36 Euro).
Accordingly, these amendments represent a substantial increase in the domestic turnover thresholds, which have been raised from TRY 750 million (approximately EUR 16.7 million) to TRY 3 billion (approximately EUR 67.1 million), and from TRY 250 million (approximately EUR 5.59 million) to TRY 1 billion (approximately EUR 22.4 million), while the global turnover threshold has increased from TRY 3 billion (approximately EUR 67.1 million) to TRY 9 billion (approximately EUR 201.3 million).
NEW ERA IN THE “TECHNOLOGY UNDERTAKING EXEMPTION »
The Amended Communiqué preserves the special regime applicable to technology undertakings, but significantly narrows its scope and revises the applicable threshold mechanism.
Under the amended framework, the special turnover rule will apply only where at least one of the transaction parties qualifies as a technology undertaking established in Türkiye. Accordingly, technology undertakings that merely provide services to users in Türkiye or carry out R&D activities in Türkiye, without being established in Türkiye, are no longer subject to the exception. In this respect, the Turkish connection is now determined by whether the technology undertaking itself is located in Türkiye.
In merger transactions where at least one of the parties is a technology undertaking located in Türkiye, and in acquisitions concerning such undertakings, the TRY 1 billion domestic turnover threshold set out under Article 7 will be applied as TRY 250 million with respect to the undertaking subject to the transfer.
COORDINATION ANALYSIS FOR JOINT VENTURES
Although Article 13 of Communiqué No 2010/4 already empowered the Board to examine potential coordination effects between parent undertakings in its assessment of joint ventures, the Amended Communiqué has now expressly codified the relevant assessment criteria within the text of the legislation.
Accordingly, in reviewing transactions aimed at the creation of a full-function joint venture that may give rise to restrictive effects between the parent undertakings – either by object or by effect – the Board will, in particular, consider:
- Whether two or more transaction parties have a significant presence in the same market as the joint venture, or in a market that is upstream, downstream, or neighbouring to the market in which the joint venture operates; and
- Whether the coordination resulting directly from the establishment of the joint venture is likely to eliminate competition between the parent undertakings for a substantial part of the relevant products or services.
Notably, this new provision under Article 13 of Communiqué No 2010/4 is closely modelled on Articles 2(4) and 2(5) of the EU Merger Regulation No 139/2004. In line with the EU framework, the Board will now explicitly assess (i) whether two or more parent undertakings retain, to a significant extent, activities in the same market as the joint venture or in an upstream, downstream or neighbouring market, and (ii) whether the coordination directly resulting from the establishment of the joint venture may eliminate competition between the parent undertakings for a substantial part of the relevant products or services. Against this background, it is reasonable to expect that, in interpreting and applying the new Article 13, the Board will look closely at the European Commission’s decisional practice under Articles 2(4) and 2(5) EU Merger Regulation. It also implies that parties planning full‑function joint ventures in Türkiye will increasingly need to factor EU precedents into their Turkish merger control risk assessments.
KEY AMENDMENTS TO DEFINITIONS
The Amended Communiqué preserves and further refines the definitions of “undertaking concerned” and “technology undertakings,” while introducing amendments to the definition of “transaction party”:
- Transaction Party: In merger transactions, the definition of transaction party previously referred to the economic units to which the merging or acquiring undertakings concerned belonged and, for the undertaking subject to the transfer, to that undertaking together with the economic units under its control. In practice, this formulation could give rise to differing interpretations, particularly as regards the scope within which the undertaking being acquired should be treated as a transaction party. With the amendment, this definition has been revisited and clarified to expressly confirm that the concept of transaction party encompasses not only the undertakings that are direct parties to the transaction, but also the economic units to which those undertakings belong, as well as, for the undertaking being acquired, that undertaking together with any economic units it controls.
SIMPLIFICATION IN THE NOTIFICATION FORM
The Amended Communiqué introduces a short-form notification mechanism. Under this mechanism, if the transaction parties’ combined market share does not exceed 15% in horizontally affected markets, or 20% in vertically affected markets, the notification form will require the submission of limited market information. In the absence of any affected markets in Türkiye, certain market information sections of the notification form need not be completed.
ONGOING TRANSACTIONS
An additional article clarifies that the ongoing processes involving those transactions that do not meet the new turnover thresholds or other conditions required for notification will be terminated with the Board’s decision.
CONCLUSION
The Amended Communiqué represents a structural recalibration of Turkish merger control.
While the substantial increase in turnover thresholds reduces the notification burden for many transactions, the continued application of reduced thresholds for technology undertakings signals the Board’s sustained commitment to monitoring concentrations in digital and innovation-driven markets. At the same time, the refinement of the “technology undertaking” definition is expected to alleviate the Board’s workload by filtering out transactions that are unlikely to raise competition concerns, thereby enabling the Board to focus its resources on concentrations that pose a genuine risk to effective competition.
In this framework, the Amended Communiqué preserves a focused merger control scrutiny over markets and activities that are particularly relevant from a competition policy perspective.