Amendments to the Merger and Acquisition Guidelines

The Communiqué Amending the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (“Communiqué No. 2010/4”) (Communiqué No. 2026/2, “New Communiqué”) was published in the Official Gazette dated 11 February 2026 and entered into force. In parallel with the amendments introduced under the New Communiqué, the updated merger and acquisition guidelines were published on the official website of the Turkish Competition Authority on 4 May 2026.

The principal amendments introduced by the updated guidelines and the key takeaways are summarized below:

Guideline on the Assessment of Horizontal Mergers and Acquisitions and Guideline on the Assessment of Non-Horizontal Mergers and Acquisitions

The most significant amendment to both Guidelines consists of the additional explanations introduced regarding the principles applicable to the assessment of coordination effects that may arise between parent undertakings in joint venture transactions, in addition to the concentration assessment.

In this context, a new section added to the Guidelines explains that no likelihood of coordination exists in the following cases:

• where the parent undertakings transfer all of their transaction-related activities or all of their activities in a particular sector to the joint venture, and there is no overlap in respect of their remaining activities,
• where the parent undertakings do not operate in the market in which the joint venture is active, transfer all of their activities in that market to the joint venture, or only one of the parent undertakings is active in the market in which the joint venture operates,
• where the activities of the parent undertakings in the market of the joint venture are limited.

On the other hand, it is expressly indicated that the likelihood of coordination will be high if two or more parent undertakings have significant activities in the relevant market in which the joint venture operates.

It is further clarified that, even where the parent undertakings have exited the market, their continued presence as potential competitors may theoretically give rise to a coordination risk; however, where re-entry is unlikely due to the transfer of activities and investment commitments undertaken, such risk may be assessed as low.

Furthermore, the Guideline provides that existing structural links (e.g. minority shareholdings, long-term supply agreements, etc.), vertical relationships, and activities in adjacent markets may increase the likelihood of coordination. In this context, the analysis may, where deemed necessary, also extend to overlaps in other markets.

Guideline on Cases Considered as Mergers and Acquisitions and the Concept of Control and Guideline on Undertakings Concerned, Turnover and Ancillary Restraints in Mergers and Acquisitions

In parallel with the amendments introduced under the New Communiqué, the definition of transaction party and the notification thresholds have been updated. It has also been clarified that overseas sales shall not be taken into account in calculating the Turkish turnover of the transaction parties, whereas sales in Türkiye must also be included in the calculation of global turnover.

In addition, with respect to the rule under Article 8(5) of the Communiqué that two or more transactions carried out within a three-year period between the same persons or parties, or by the same undertaking in the same relevant product market, shall be treated as a single transaction, it has been explained that the starting point of such three-year period shall be determined based on the date on which the notification is entered into the records of the Turkish Competition Authority. At the same time, the Guideline on Cases Considered as Mergers and Acquisitions and the Concept of Control also clarifies that this provision applies to transactions concerning the establishment of a joint venture.

While the special rule facilitating the notification requirement for “technology undertakings” has been preserved under the New Communiqué, its scope has been narrowed; accordingly, in merger transactions where at least one of the transaction parties is a technology undertaking located in Türkiye, and in transactions concerning the acquisition of such undertakings, the TRY 1 billion turnover threshold applicable to the target undertaking will be implemented as TRY 250 million. The updated guideline further states that, in the turnover calculation, the turnover derived from the activities of such undertakings in the fields of digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and health technologies shall be taken as the basis.

With respect to the reviews to be conducted for joint venture transactions, additional explanations and examples have been included regarding the concept of undertaking concerned in cases involving the acquisition of joint control.