Türkiye Newsletter No.29 | Competition market overview

This competition law newsletter provides an overview of the latest developments in relation to the Turkish competition market and the implementation of Law No 4054 on the Protection of Competition (the “Law“) in light of recent announcements and publications by the Competition Authority (the “Authority“) and as well as decisions issued by the Competition Board (the “Board“) during April and May 2026.

ANNOUNCEMENTS

Merger Control Legislation Update

The Competition Authority has published updated its Guidelines on Relevant Undertakings, Turnover and Ancillary Restraints in Mergers and Acquisitions, Guidelines on Cases Considered as Mergers and Acquisitions and the Concept of Control, Guidelines on the Assessment of Horizontal Mergers and Acquisitions, and Guidelines on the Assessment of Non‑Horizontal Mergers and Acquisitions on concentrations under the Law and Communiqué No 2010/4. These guidelines clarify the Authority’s approach to jurisdictional thresholds, the notion of “technology undertakings”, substantive assessment and procedural issues. They are expected to shape merger control enforcement going forward.

On jurisdiction, the guidelines restate the turnover-based notification thresholds and provide additional guidance on their application in complex corporate structures, including joint ventures. They also go into more detail on the specific regime for “technology undertakings”, confirming that targets active in areas such as digital platforms, software, gaming, fintech, biotechnology and pharmaceuticals may trigger a filing even where their Turkish turnover remains below the standard thresholds, as long as the acquirer meets the relevant turnover criteria. In terms of substantive assessment, the guidelines confirm the Board’s use of the “significant impediment to effective competition” test and set out its analytical framework for horizontal, vertical and conglomerate mergers, with a particular emphasis on dynamic and innovation-driven markets and data‑driven business models. From a procedural perspective, the guidelines provide additional transparency on pre‑notification contacts, the content of notification forms and the use of structural and behavioural remedies, largely codifying the Board’s recent decisional practice.

Artificial Intelligence Ecosystem Sector Inquiry

The Board has initiated a comprehensive sector inquiry into the artificial intelligence ecosystem, with a particular focus on foundation models, to assess emerging competitive dynamics and risks. The inquiry will examine the AI value chain from infrastructure and model development to applications, including access to key inputs such as data, computing power, expertise and financing, as well as the relationships between large technology companies and start-ups. The Board notes that the integration of AI into major digital platforms may raise competition concerns such as self-preferencing, exclusionary practices, tying, access restrictions and increased switching costs, with potential effects on market structures and innovation. The findings of the inquiry are expected to guide future policy making and enforcement tools aimed at preserving effective competition in AI-related markets.

Recently Initiated Investigations

The Board has initiated an investigation into the following matters:

• Personal Care and Cosmetic Products – the economic unit comprised of Hobi Kozmetik İmalat Sanayi ve Ticaret AŞ (“HOBİ KOZMETİK“) and RA Pazarlama Ltd. Şti. (“RA PAZARLAMA“) (together “HOBİ”) to determine whether they violated Article 4 of the Law on by fixing resale prices. Following a preliminary investigation into allegations into alleged resale price maintenance, the Board assessed the evidence at its meeting of 2 April 2026, found the allegations serious and sufficient, and therefore decided to initiate a full investigation. HOBİ KOZMETİK operates under the “Hobby” brand with a portfolio of more than 200 personal care and cosmetics products. The undertaking’s marketing and sales activities are carried out by HOBİ KOZMETİK for foreign markets and by RA PAZARLAMA for the domestic market.
• Orthopaedics and Neurosurgery Medical Devices – 29 manufacturers and distributors of orthopaedic and neurosurgery products and four associations representing these undertakings, to determine whether they have violated Article 4 of the Law by engaging in price fixing and restricting supply. The investigation concerns allegations that the undertakings coordinated to increase the prices set under the Communiqué on Healthcare Practices (SUT) and to hinder the supply of products to public institutions, thereby fixing prices and limiting output. The preliminary review indicated that suppliers of orthopaedic, neurosurgery, arthroplasty and arthroscopy products may have jointly agreed on prices and on restricting supply to ensure the implementation of those prices, without distinguishing between public and private hospitals. Assessing the information, documents and findings obtained in the preliminary phase, the Board considered the allegations serious and sufficient and decided to initiate a full investigation with its decision dated 12 March 2026.
• Online Advertising Services – the economic unity consisting of Alphabet Inc., Google Ireland Limited, Google LLC, Google International LLC, and Google Reklamcılık ve Pazarlama Ltd. Şti. (together “GOOGLE“) to determine whether it has violated Article 6 the Law through its billing practices in online advertisement services. It is alleged that GOOGLE invoices advertisers and agencies through different group entities, leading to different tax obligations and thus different cost structures for similarly situated undertakings, which may amount to discriminatory conditions and an abuse of dominance. Following a preliminary investigation initiated in January 2026, the Board evaluated the evidence at its meeting of 5 March 2026, finding the allegations serious and sufficient. Therefore, it decided to open a full investigation.
• Health Insurance and Private Healthcare Sector – undertakings active in the health insurance market in Türkiye, private healthcare providers and undertakings providing technical and operational support services to determine whether they have violated the Law. Following complaints, a preliminary investigation examined allegations that insurers engaged in anti-competitive practices, including agreeing on and jointly increasing premiums, allocating customers and territories, exchanging sensitive information, and concluding potentially exclusionary agreements with healthcare providers. After assessing the evidence at its meeting of 16 March 2026, the Board found the allegations serious and sufficient to open a full investigation against 19 undertakings in the health insurance and healthcare services sector.
• Computer-Aided Design Software and Engineering Solutions – six resellers of the Dassault economic unit to determine whether they violated Article 4 of the Law by engaging in price fixing, customer allocation and non‑poach arrangements in relation to SolidWorks CAD software and related engineering solutions. The investigation follows an earlier probe into Dassault Systèmes SE and its affiliates concerning allegations that resale prices for 3D design, simulation and PLM software were fixed through the dealership network and that customers were restricted in their choice of supplier. The preliminary review indicated that the resellers may have jointly coordinated prices and payment terms, shared or allocated customers and concluded no-poach arrangements regarding employees in the sale of SolidWorks products in Türkiye. Assessing the information, documents, and findings obtained at the preliminary stage, the Board considered the allegations serious and sufficient and decided to initiate a full investigation with its decision dated 16 April 2026.
• Industrial Ice Cream and Branded Freezers – Unilever Sanayi ve Ticaret Türk AŞ (“UNILEVER“) and Magnum Dondurma AŞ (“MAGNUM“) to determine whether they violated Articles 4 and/or 6 of the Law in the industrial ice cream market and failed to comply with a 2021 commitment decision on branded freezers. The case stems from allegations of anti-competitive practices and non-observance of behavioural remedies relating to cabinet exclusivity. At its meeting of 22 April 2026, the Board found the allegations serious and sufficient, decided to open a full investigation, imposing interim measures requiring UNILEVER and MAGNUM to reserve part of their branded cabinets in small retail outlets for rival products.

Completed Investigations

Here is a summary of concluded investigations that resulted in administrative fines, specifying the nature of the violation and the administrative fines imposed:

SUMMARY OF KEY DECISIONS

Decision Concerning Undertakings Active in the Power and Distribution Transformer Sector ^[1]

The Board concluded its investigation into alleged collusive practices in the power and distribution transformer sector concerning tenders organised by the Turkish Electricity Transmission Corporation (“TEİAŞ“) and other electricity distribution companies, as well as certain direct sales of electricity transmission and distribution equipment. The case centred on whether 17 transformer manufacturers infringed Article 4 of the Law by engaging in cartel conduct.

Based on extensive documentary evidence, including internal correspondence and WhatsApp communications, the Board found that several undertakings coordinated their behaviour by exchanging competitively sensitive information, allocating tenders and work items in TEİAŞ and distribution company procurements, and by agreeing on prices and discounts in both tendered and direct sales. The Board concluded that these practices amounted to a cartel, involving bid rigging and price fixing, which constitutes a restriction of competition by object under Article 4 of the Law.

As a result, the Board imposed administrative fines on multiple undertakings active in the sector.

Pharmacetical Labour Market Decision^[2]

The Board concluded its wide-ranging investigation into labour market practices in the pharmaceutical sector, finding that 17 undertakings had infringed Article 4 of the Law through employee no-poaching arrangements and the exchange of competitively sensitive information. The decision concerns both multinational groups and domestic manufacturers.

The Board determined that a network of bilateral “gentlemen’s agreements” not to solicit or hire each other’s employees, restricted worker mobility and constituted infringements, irrespective of any measurable effects on final medicine prices or product market competition. Several international groups also engaged in detailed, forward-looking exchanges on salary increase rates and other remuneration conditions, which the Board characterised as wage-related information exchanges capable of softening competition in labour markets. By contrast, narrowly scoped, time-limited no-hire clauses directly linked to M&A or distribution arrangements were treated as ancillary restraints and not sanctioned.

The Board also assessed the allegations that AbbVie Tıbbi İlaçlar Sanayi ve Ticaret Ltd. Şti. (“ABBVIE“) abused a dominant position in the Hepatitis C antiviral market with its drug Maviret. It confirmed ABBVIE’s dominance, citing very high and at times quasi-monopoly shares, Gilead Sciences İlaç Ticaret Ltd. Şti.’s limited and shrinking presence and ongoing patent protection that makes timely entry by new rivals unlikely, but found that the available evidence did not demonstrate exclusionary conduct capable of foreclosing competitors, and several contested documents did not concern the drug at all. The Board therefore rejected the abuse allegations and found no infringement of Article 6 by ABBVIE. Finally, administrative fines were imposed based on each infringing undertaking’s 2024 gross turnover.

Şişecam’s Exemption Request Decision^[3]

The Board reviewed a notification by Türkiye Şişe ve Cam Fabrikaları AŞ (“ŞİŞECAM“) seeking negative clearance or an exemption for a for a standard Authorised Dealership Agreement (the “Agreement“) to be signed with 19 flat-glass distributors. The Agreement, which contains non-compete obligations and various stock and reporting requirements, was intended to govern the resale of ŞİŞECAM’s flat glass products by key wholesalers and processors.

In its assessment, the Board first found that the agreement falls within the scope of Article 4 of the Law. It then held that the agreement does not qualify for block exemption under Communiqué No 2002/2 on vertical restraints, because ŞİŞECAM’s market share in flat glass exceeds the applicable threshold. Turning to individual exemption under Article 5 of the Law, the Board accepted that the system could be efficient but concluded that three of the four cumulative conditions:

• beneficial results for consumers,
• no elimination of competition in a substantial part of the market,
• not being more restrictive than necessary,

were not satisfied.

In the Board’s view, the Agreement risks closing a significant part of the market, including key downstream channels to rivals and worsening already limited inter‑brand competition, while the claimed efficiencies could largely be achieved through less restrictive measures. Consequently, the Board refused negative clearance, denied both block and individual exemption, and held that the authorised dealership model as drafted cannot be implemented under Article 4.

Acquisition of Ortus Yazılım AŞ by Bupa Turkey Sağlık Hizmetleri AŞ Decision^[4]

The Board assessed the acquisition of 95% of the shares in Ortus Yazılım AŞ (“Ortus”) by Bupa Turkey Sağlık Hizmetleri AŞ (“Bupa Turkey”), whereby Ortus would pass from sole control of its current shareholder, Onur Doğan, to sole control of Bupa Turkey, with Mr Doğan retaining a non-controlling 5% shareholding. The transaction value was set in US dollars and corresponds to an amount in Turkish lira that remains below the standard turnover thresholds under Communiqué No 2010/4. However, the Board found that Ortus qualifies as a “technology undertaking” within the meaning of Article 4(e) of Communiqué No 2010/4, as it develops and supplies software infrastructure for remote healthcare services (USBS) to private healthcare providers in Türkiye. Given that technology targets benefit from a specific regime under Article 7(2) of Communiqué No 2010/4, the Board concluded that the concentration was notifiable, notwithstanding Ortus’s relatively limited turnover.

In its assessment, the Board examined the effects of the transaction in the market for USBS services where Ortus is active, and in the sickness-health insurance market where Bupa Acıbadem operates. The Board noted that there is no horizontal or vertical overlap between the parties’ activities, but that the integration of Ortus’s USBS infrastructure into Bupa Acıbadem’s BLUA digital health platform would create a complementary relationship between USBS services and health insurance, making the transaction a conglomerate concentration. The Board considered potential risks that Bupa Acıbadem could (i) foreclose rival USBS providers from access to its insured customer base, and/or (ii) gain an undue competitive advantage by combining insurance data with remote health data. However, it found that USBS platforms have multiple alternative access channels to patients through extensive networks of hospitals and healthcare professionals, that the uptake of remote health services under insurance policies remains relatively low, that there are numerous alternative USBS providers active in Türkiye, and that Bupa Acıbadem’s share of the sickness-health insurance market in terms of policy numbers is limited and well below 25%. Because of these factors, the Board concluded that the transaction was unlikely to lead to the creation or strengthening of a dominant position or a significant lessening of effective competition in any relevant market and therefore cleared the transaction.

Acquisition of Provision Bilgi İşlem Sanayi ve Ticaret AŞ by Dgpays Bilişim Hizmetleri AŞ Decision^[5]

The Board authorised the acquisition of sole control over Provision Bilgi İşlem Sanayi ve Ticaret AŞ (“Provision“) by Dgpays Bilişim Hizmetleri AŞ (“DGPAYS“) through Dgpaysit Bilişim Teknolojileri AŞ (“DGPAYSIT“). The Board considered that the transaction would result in a permanent change of control and therefore constituted an acquisition within the meaning of Article 7 of the Law and Communiqué No 2010/4. It was also found that the transaction was notifiable, since Provision qualifies as a technology undertaking active in software solutions for banks and payment institutions.

In its competitive assessment, the Board examined the parties’ activities in payment infrastructure services for card, POS and ATM payments. Although certain horizontal overlaps could arise, the Board found that the parties’ combined market shares would remain limited, including under narrower market segmentations, and that several alternative providers would continue to constrain the parties.

The Board also assessed potential vertical effects arising from DGPAYS’s ATM payment infrastructure services and Provision’s licensing of XFS and EMV software modules, as well as data-related concerns raised during the review process. However, it was concluded that the transaction would not give rise to input foreclosure, data-driven foreclosure or an unfair competitive advantage, given the parties’ limited market positions and the availability of alternative suppliers. Accordingly, the Board granted unconditional clearance, finding that the transaction would not create or strengthen a dominant position or significantly lessen effective competition in Türkiye.

Acquisition of Joint Control over Marmara-Siegener Galvaniz Sanayi ve Ticaret AŞ by B.E. Wedge Holdings Ltd Decision^[6]

The Board examined a transaction whereby B.E. Wedge Holdings Ltd (“BEW”) acquires The Coatinc Company Holding GmbH’s (“TCC”) A‑shareholding and joint control rights in Marmara-Siegener Galvaniz Sanayi ve Ticaret AŞ (“MSG”), thus replacing TCC as MSG’s joint controller alongside the Yıldırım family. MSG is a full-function joint venture active in hot-dip galvanisation services in Türkiye, while the Yıldırım family operates in the wholesale of electrical materials and does not overlap with MSG. The Woolridge family, which ultimately controls BEW, is active upstream in the production and sale of galvanising furnaces through Hasco Thermic Limited, creating a vertical link between the furnace market (upstream) and galvanisation services (downstream). The Board found that MSG faces several strong competitors in galvanisation services and that the furnace market is global, import-driven and supplied by multiple international manufacturers, with the parties’ market shares remaining below 25% in both levels of trade. It was therefore concluded that the transaction would not give rise to input or customer foreclosure, nor create or strengthen a dominant position, and cleared the acquisition, while separately confirming that Paul Niederstein’s acquisition of sole control over TCC is not notifiable.

Acquisition of Sole Control over Sanofi İlaç Sanayi ve Ticaret AŞ by Fareva S.A. Decision^[7]

The Board examined the acquisition of 70% of the shares in, and thus sole control of, Sanofi İlaç Sanayi ve Ticaret AŞ (“Sanofi İlaç”) by Fareva S.A. (“Fareva”). Pre‑transaction, Sanofi İlaç is solely controlled by Sanofi Foreign Participations B.V. and Sanofi Sağlık Ürünleri Ltd. Şti. Post‑transaction, Fareva will hold A‑class shares representing 70% of the capital and sole control, while Sanofi İlaç will remain a minority B‑class shareholder with standard minority veto rights over limited matters such as dividend distribution, amendments to the articles of association and certain restructuring decisions. The Board found that these rights are typical investor protection and do not amount to joint control. It therefore concluded that the notified operation constitutes a change from sole control by Sanofi to sole control by Fareva and qualifies as a notifiable concentration under Article 7 of the Law and Communiqué No 2010/4.

In its assessment, the Board noted that Sanofi İlaç provides contract development and manufacturing organisation (“CDMO”) services for finished pharmaceutical products and active pharmaceutical ingredients, but that, prior to closing, all marketing authorisations for Sanofi‑branded medicines will be transferred intra‑group to Sanofi Sağlık Ürünleri Ltd. Şti. or cancelled and are thus outside the scope of the transaction. Fareva is a global CDMO provider but has not been active on the Turkish CDMO market in the last five years; its Turkish subsidiary Coster Aerosol Valf Sanayi AŞ is only active in contract manufacturing of cosmetics, detergents and industrial chemicals. The Board therefore found no horizontal overlap in CDMO services in Türkiye and no vertical links, given that a single sale of the active ingredient deferoxamine by a Fareva affiliate is not used in any product manufactured by Sanofi İlaç and the latter does not itself sell active ingredients. Given the absence of affected markets and overlaps in Türkiye, the Board concluded that the transaction would not create or strengthen a dominant position or otherwise significantly impede effective competition in any relevant market and cleared the acquisition.

Acquisition of Exact Sciences Corporation by Abbott Laboratories Decision^[8]

The Board assessed the acquisition of sole control over Exact Sciences Corporation (“EXACT”) by Abbott Laboratories (“ABBOTT”) under a merger agreement dated 19 November 2025, whereby ABBOTT’s wholly owned subsidiary will merge into EXACT, which will continue as ABBOTT’s subsidiary. Since ABBOTT will hold 100% of the shares post‑transaction, the Board qualified the operation as an acquisition within the meaning of Article 7 of the Law and Communiqué No 2010/4. Although the standard turnover thresholds are not met, the Board found that EXACT is a “technology undertaking” active in biotechnology and health technologies and therefore that the transaction is notifiable under Article 7(2) of Communiqué No 2010/4.

In its assessment, the Board examined the parties’ activities in molecular oncology and genetic tests for breast cancer. ABBOTT supplies its PathVysion HER2 FISH kit in Türkiye, while EXACT offers the Oncotype DX Breast Recurrence Score test via a local distributor. Based on information from university hospitals, distributors and rivals, the Board found that these tests are not substitutes but complementary: PathVysion (or a similar HER2 test) is used to determine HER2 status at diagnosis, whereas Oncotype DX is a multigene prognostic and predictive test used for certain early‑stage, ER‑positive, HER2‑negative breast cancer patients to assess recurrence risk and chemotherapy benefit. As a result, no horizontal or vertical overlaps or affected markets were identified. Considering the parties’ limited market shares and the presence of multiple alternative suppliers, the Board concluded that the transaction would not create or strengthen a dominant position nor significantly impede effective competition in Türkiye and cleared the transaction unconditionally.

Acquisition of BPF Pazarlama ve Acentecilik AŞ by Tofaş Türk Otomobil Fabrikası AŞ Decision^[9]

The Board assessed the acquisition of 100% of the shares and sole control over BPF Pazarlama ve Acentecilik AŞ (“BPF”) by Tofaş Türk Otomobil Fabrikası AŞ (“TOFAŞ”), replacing Stellantis Financial Services as the controlling shareholder. Post‑transaction, BPF will be solely controlled by TOFAŞ, a full‑function joint venture jointly controlled by Koç Holding AŞ (“KOÇ”) and Stellantis N.V. (“STELLANTIS”). The Board considered that the transaction leads to a lasting change in control and qualifies as an acquisition within the meaning of Article 7 of the Law and Communiqué No 2010/4, with the turnover thresholds in Article 7(1)(a) and (b) being met.

In its competitive assessment, the Board focused on vertical links between KOÇ group’s activities in vehicle loans and insurance intermediation and BPF’s role as a marketing and promotion platform for finance and insurance products related to Stellantis‑branded vehicles. BPF only provides promotional services and does not itself grant credit or act as an insurance intermediary. The Board found that the parties’ market shares in the relevant vehicle loan and insurance intermediation markets, as well as BPF’s shares in the associated promotion markets, remain limited, and that these services are offered in markets with numerous alternative providers. It also noted that BPF’s activities are confined to Stellantis‑branded vehicles, further limiting potential foreclosure. Accordingly, the Board concluded that the transaction would not create or strengthen a dominant position nor significantly impede effective competition in Türkiye and cleared the transaction unconditionally.

GLOBAL ANTI-TRUST LAW UPDATES

European Commission Publishes Draft Merger Guidelines for Public Consultation

On 30 April 2026, the European Commission (the “Commission“) published draft Merger Guidelines for consultation, consolidating and replacing the 2004 Horizontal and 2008 Non-Horizontal Merger Guidelines. Although still subject to consultation and formal adoption, the draft Guidelines are expected to shape the Commission’s analytical approach from now on. The latter restates the SIEC test under the EU Merger Regulation and sets out high-level guiding principles on parameters of competition, evidence, burden of proof and counterfactual analysis.

The draft organised the assessment around a catalogue of theories of harm (loss of head‑to‑head competition, foreclosure, coordination, loss of innovation and investment competition, loss of potential competition, entrenchment of dominance, among others), which can apply across horizontal, vertical and conglomerate deals. It places particular emphasis on dynamic competition and innovation, including detailed indicators of “dynamic competitive potential” (R&D projects, patents, access to data and key inputs), and introduces a limited “innovation shield” for acquisitions of small innovators that are not active in the same or closely related markets.

The Commission is also attempting to modernise the treatment of efficiencies and policy goals with this draft. It distinguishes between direct and dynamic efficiencies and states that demonstrated efficiencies will play a key role going forward, provided they are verifiable, merger-specific, and beneficial for customers. The Commission is expressly linking merger control to EU priorities such as resilience, supply-chain security, defence-readiness and green transition, while at the same time opening the door to more detailed scrutiny of labour-market effects where mergers may create monopsony or oligopsony power over workers.

For dealmakers, the draft seems to broaden the Commission’s toolkit and offers clearer avenues to defend transactions based on scale, investment and resilience benefits. In view of this draft, it looks like evidence-backed work on innovation, data, supply-chain and labour market issues, together with a strong efficiencies narrative, will become increasingly critical in EU merger filings.

These developments are also echoed in the Turkish Competition Authority’s recent update of its merger guidelines, which similarly refines the application of the SIEC test, expands the catalogue of theories of harm and places greater emphasis on dynamic efficiencies and industrial policy considerations. In both regimes, parties can expect closer scrutiny of data-driven and innovation-intensive transactions, as well as a more structured assessment of efficiencies and resilience arguments, albeit with potential differences in enforcement practice and evidentiary expectations.

[1] Decision of the Board dated 13.03.2025 and numbered 25-10/246-126.
[2] Decision of the Board dated 11.09.2025 and numbered 25-34/810-474.
[3] Decision of the Board dated 04.12.2025 and numbered 25-45/1129-633.
[4] Decision of the Board dated 27.11.2025 and numbered 25-44/1084-613.
[5] Decision of the Board dated 08.01.2026 and numbered 26-01/19-10.
[6] Decision of the Board dated 11.12.2025 and numbered 25-46/1155-649.
[7] Decision of the Board dated 19.02.2026 and numbered 26-06/176-65
[8] Decision of the Board dated 05.02.2026 and numbered 26‑04/120‑48
[9] Decision of the Board dated 18.12.2026 and numbered 25‑48/1169‑657