Significant Amendments On Turkish Merger Control Legislation

The Amending Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (“Communiqué No: 2010/4”) (“New Communiqué”) was published in the Official Gazette dated 11 February 2026 and has entered into force immediately.

The Communiqué No. 2010/4, which had not faced any significant amendment since its last revision in March 2022, has been expected to be updated, particularly with respect to the turnover thresholds.

Following the New Communiqué, the turnover thresholds applicable to mergers and acquisitions have been revised, certain amendments have been introduced regarding the technology undertaking exception, the Turkish Competition Authority’s (“TCA”) assessment process for mergers and acquisitions including joint ventures has been clarified, and a transitional mechanism has been introduced for ongoing investigations. The main amendments introduced by the New Communiqué and major take away are as follows.

Amendments Concerning the Notification Analysis

a. Significant Increase in Turnover Thresholds

The turnover thresholds that must be exceeded for a merger or acquisition to be subject to the TCA’s approval under the Turkish merger control regime have been significantly increased and revised. This revision primarily aims to address the issue whereby particularly in foreign-to-foreign transactions, the notification obligation was easily triggered when the thresholds are exceeded solely due to currency fluctuations, despite posing no competition law concerns whatsoever.

According to the revised thresholds for a transaction to be subject to the TCA’s approval, the following criteria must be met;

a) the aggregate turnover of the transaction parties in Türkiye exceeds TRY 3 billion (approx. EUR 67,099,083[1]; approx. USD 75,987,842[2]) and the turnover in Türkiye of at least two of the transaction parties each exceeds TRY 1 billion (approx. EUR 22,366,361; approx. USD 25,329,281); or

b) in acquisition transactions, the turnover in Türkiye of the assets or business subject to acquisition, and in merger transactions, the turnover in Türkiye of at least one of the transaction parties exceeds TRY 1 billion (approx. EUR 22,366,361; approx. USD 25,329,281), and the worldwide turnover of at least one of the other transaction parties exceeds TRY 9 billion (approx. EUR 201,297,489; approx. USD 227,963,526).

With the increase of the turnover thresholds under the New Communiqué, the scope of the notification obligation and the transactions targeted thereby have been redefined in light of current economic landscape in Turkey and the practical needs that have emerged in enforcement agenda.

b. Amendment to the Scope and Enforcement Rule of the Technology Undertaking Exemption

With the New Communiqué, the special exception governing the notification requirement for “technology undertakings” has been preserved, while its scope is significantly narrowed down. Accordingly, in merger transactions where at least one of the transaction parties is a technology undertaking located in Türkiye, and in acquisitions concerning such undertakings, the TRY 1 billion turnover threshold applicable to the target undertaking will be implemented as TRY 250 million. In other words, if the target company is a technology undertaking located in Türkiye, then the threshold applicable to the target company will be considered as TRY 250 million.

Within this framework, a lower Turkish turnover threshold continues to apply for technology undertakings compared to the general turnover thresholds; however, unlike the previous regulation, the turnover criterion is no longer entirely waived.

Furthermore, under the previous regulation, a technology undertaking qualified for the exemption if it (i) operated in the geographical market of Türkiye, (ii) carried out research and development activities in Türkiye, or (iii) provided services to users located in Türkiye. Under the New Communiqué, the scope has been narrowed by introducing the requirement that the technology undertaking itself must be based in Türkiye. Accordingly, apart from the turnover thresholds, the Turkish nexus solely depends on whether the technology undertaking is located in Türkiye or not.

c. Assessment of Joint Ventures Included in the Communiqué

Although, under Article 13 of Communiqué No. 2010/4, the TCA already assessed the coordination effects between parent undertakings for the purposes of evaluating joint ventures, the criteria for such assessments have now been explicitly incorporated into the legislation with the New Communiqué. Accordingly, when assessing a transaction aimed at establishing a full-function joint venture that may restrict competition between the parent undertakings by object or effect, the TCA will particularly take into account:

• Whether two or more transaction parties have a significant presence in the same market with 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.

d. Transitional Provision

The New Communiqué expressly provides that the turnover thresholds and other conditions set forth therein shall also apply to ongoing review process pending before the TCA. Accordingly, with respect to ongoing proceedings, the Turkish Competition Board will terminate the review process where it determines that the transaction falls below the revised turnover thresholds or otherwise does not meet the applicable conditions introduced by the New Communiqué.

Amendments to the Notification Form

Alongside the New Communiqué, significant structural amendments have also been introduced to the Notification Form, particularly with a view of simplifying the information requests. The New Communiqué reinstates the previous market share threshold system for certain affected market sections. Accordingly:

• Where there is a horizontal overlap in any affected market in Türkiye, and the total market share of the transaction parties in the affected market remains below 15%;
• Where there is a vertical overlap in Türkiye, and the market share of any of the parties in the relevant market remains below 20%,

the short-form procedure will be applicable for certain sections.

In addition, it is noted that providing information limited to Türkiye in certain sections, where information related to global activities is also sought, will be deemed sufficient for venture capital investment funds, venture capital investment partnerships, venture capital companies, and individual investors.

In this context, it is crucial to carefully assess whether the transaction is subject to mandatory filing requirement under the New Communiqué, to prepare the Notification Form set out in Annex-1 of the Communiqué in full compliance with its updated structure, to accurately determine the applicability of the short-form or long-form filing on a transaction-specific basis, and to submit all required information and documents to the Authority in a complete and consistent manner.

[1] The amounts in EUR for the financial year 2025 (i.e. 1 January 2025-31 December 2025) are converted at the exchange rate EUR 1 = TRY 44.71 in accordance with the applicable Turkish Central Bank average buying rate for the relevant time period.

[2] The amounts in USD for the financial year 2025 (i.e. 1 January 2025-31 December 2025) are converted at the exchange rate USD 1 = TRY 39.48 in accordance with the applicable Turkish Central Bank average buying rate for the relevant time period.