The Communiqué Amending the 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 February 11, 2026, and numbered 33165, and entered into force.
The amendments bring notable changes to the Turkish Competition Authority’s merger control framework. In particular,
- the turnover thresholds triggering notification obligations have been increased;
- specific exemptions concerning mergers and acquisitions of technology undertakings have been amended; and
- the Notification Form content has been revised and simplified,
The amendments enable small and medium-sized transactions to become exempt from notification and reduce the information requirements applicable to notifiable transactions have been reduced.
Revised Turnover Thresholds
The New Communiqué has increased the turnover thresholds required for transactions to be subject to the approval of the Competition Board. Under the revised framework, a merger or acquisition transaction is subject to notification where;
- the aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion, and the Turkish turnovers of at least two of the transaction parties each exceed TRY 1 billion, or
- in the case of acquisitions, the Turkish turnover of the assets or activities subject to the transaction, or in merger transactions, the Turkish turnover of at least one of the transaction parties exceeds TRY 1 billion, and the worldwide turnover of at least one of the other transaction parties exceeds TRY 9 billion.
Revised Provisions for Technology Undertakings
The New Communiqué narrows the scope of the previous exemption that required transactions involving technology undertakings being notifiable irrespective of the turnover thresholds set out above. Under the amended rules, the TRY 1 billion threshold shall be applied as 250 million TRY with respect to the transaction party subject to the transfer in merger transactions where at least one of the transaction parties is an undertaking established in Türkiye and in transactions concerning the acquisition of such undertakings.
Evaluation Criteria for Joint Ventures
The evaluation criteria regarding the assessments previously made by the Board in practice concerning joint ventures have been codified with the New Communiqué. Accordingly, the following factors are to be taken into consideration:
- whether two or more transaction parties have significant activities in the same market as the joint venture or in a downstream, upstream, or closely related neighbouring market to the market in which the joint venture operates; and
- whether the coordination that is a direct consequence of the establishment of the joint venture has the potential to eliminate competition between the parent undertakings with respect to a significant portion of the products or services in question.
Simplification to the Notification Form
The New Communiqué introduces several simplifications to the Notification Form. Notably, it has been regulated that the short form procedure shall apply where, in the case of horizontal overlap in affected markets, the combined market share of the transaction parties in the relevant market is below 15%, or in the case of vertical overlap, the market share of any of the parties in the relevant market is below 20%.
Furthermore, simplifications have been introduced in the completion of the Notification Form for acquisition transactions carried out by undertakings such as venture capital investment trusts, venture capital investment funds, or risk capital companies, whereby certain information is no longer required.
Transitional Provision
Pursuant to the transitional provision set forth in the New Communiqué, the review of transactions currently under examination that fall below the new turnover thresholds or are determined not to meet other conditions required for notification shall be terminated by a decision of the Competition Board.
The full text of the New Communiqué (only available in Turkish) can be reached via this link.
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