Horizontal Mergers, Acquisitions And Current Developments Within The Scope Of Competition Law

This article examines horizontal mergers and acquisitions within the framework of Competition Law, pursuant to Law No. 4054 on the Protection of Competition (the "Law"), Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board ("Communiqué"), the 2022 Guidelines on the Assessment of Horizontal Mergers and Acquisitions ("Horizontal Merger Guide"), and the Guidance on Acceptable Solutions by the Competition Authority in Merger/Acquisition Transactions ("Solution Guide").

With the Communiqué (Communiqué No: 2026/2), Amending the Communiqué on Mergers and Acquisitions Requiring Permission from the Competition Board (Communiqué No: 2010/4) dated February 11, 2026, significant updates were made to the turnover thresholds stipulated for mergers and acquisitions and to the evaluation framework of the Competition Board; this article examines these changes taking them into account.

1. Mergers and Acquisitions Requiring Authorization

According to Article 7 of the law, mergers and acquisitions of one or more undertakings that result in a significant reduction of effective competition, primarily by creating a dominant position or strengthening an existing dominant position, are prohibited. According to Article 3 of the law, a dominant position is defined as the power of one or more undertakings in a given market to determine parameters such as price, supply, production, and distribution volume, acting independently of their competitors and customers.

The Communiqué regulates the principles and procedures for notification to the Competition Authority for a merger or acquisition to gain legal validity. According to Article 5 of the Communiqué, mergers and acquisitions under Competition Law are defined as: (i) the merger of two or more undertakings, or (ii) the acquisition of direct or indirect control of all or part of one or more undertakings by one or more undertakings or one or more persons already controlling at least one undertaking, through the purchase of shares or assets, by contract, or by other means, in a manner that results in a permanent change in control. In addition, the Communiqué explicitly regulates situations that are not considered mergers and acquisitions, and mergers and acquisitions subject to authorization.

According to the Communiqué, the transaction thresholds subject to the approval of the Competition Board are as follows:

• The total turnover of the transaction parties in Turkey must be 3,000,000,000 TL (three billion Turkish Lira) and at least two of the transaction parties must have individual turnovers in Turkey of 1,000,000,000 TL (one billion Turkish Lira) or
• In acquisition transactions, the asset or business subject to the transfer must have a turnover of 1,000,000,000 TL (one billion Turkish Lira) in Turkey, and in merger transactions, at least one of the transaction parties must have a worldwide turnover of 9,000,000,000 TL (nine billion Turkish Lira).

It is important to note that, as explicitly stated in the Communiqué, in merger transactions where at least one of the transaction parties is a technology undertaking established in Turkey, and in transactions relating to the acquisition of such undertakings, the thresholds of 1,000,000,000 TL (one billion Turkish Lira) mentioned above shall be applied as 250,000,000 TL (two hundred and fifty million Turkish Lira) for the transaction party subject to the acquisition. Technology undertakings are defined in the Communiqué as undertakings or assets related to those operating in the fields of digital platforms, software and game software, financial technologies, biotechnology, pharmacology, agricultural chemicals, and health technologies.

The above turnover thresholds have been updated as of February 11, 2026, by the Communiqué Amending the Communiqué on Mergers and Acquisitions Requiring Permission from the Competition Board (Communiqué No: 2010/4) (Communiqué No: 2026/2). It is stated that as of February 11, 2026, the date this amendment enters into force, the review processes will be terminated for transactions that fall below the new thresholds.

2. Horizontal Mergers and Acquisitions

According to the Horizontal Merger Guidelines, mergers and acquisitions between existing and potential competitors in the same relevant product market are regulated as horizontal mergers and acquisitions in Competition Law. In Competition Law, mergers and acquisitions between undertakings operating in different relevant product markets are called non-horizontal mergers and acquisitions. Horizontal mergers can significantly reduce competition, primarily by creating a dominant position or strengthening an existing dominant position in two main ways.

The Horizontal Mergers Guidelines list the following as key factors indicating that a merger or acquisition may raise competitive concerns in the market: (i) one of the parties is a potential new entrepreneur or a newly entered undertaking with a low market share; (ii) some parties possess innovative features that are not yet fully reflected in their market share; (iii) there are cross-partnerships among market players; (iv) there is a "disruptive" undertaking that, despite having a low market share, could prevent anti-competitive collaborations; (v) there has been, or is currently, evidence of, anti-competitive collaborations or conduct that facilitates them; (vi) and one of the parties has a market share of 50% or more prior to the transaction.

• Product and Geographic Market: When evaluating mergers and acquisitions, the Competition Authority primarily considers the identification of the relevant product and geographic markets and the assessment of the merger's impact on competition. Products in a market can differ in terms of various factors such as geographic location, brand and image, technical specifications, quality, and service level. Furthermore, the level of advertising expenditure in the market is cited as a significant indicator of the undertakings' efforts to differentiate their products.
• Market Share and Concentration: Market shares and concentration levels provide important information about the market structure and the competition between the parties to the merger and other undertakings. CR4, CR5, and Herfindahl are used to determine concentration levels and ratios in the market. The Hirschman Index (HHI) criteria are used. Although very high market shares, for example, above fifty percent, indicate a dominant position, other smaller undertakings in the market also have a high probability of influencing the market and creating competitive pressure. In this case, the number and strength of other undertakings in the market, whether they are under capacity constraints, and whether the undertakings involved in the merger are close competitors are evaluated. In addition, as explicitly stated in the Horizontal Merger Guidelines , if the combined market share of the combined undertakings is below 20%, it can be assumed that there is no need for a deeper investigation and prohibition of the merger.
• Market Entry and Barriers to Entry: If entry into a market is sufficiently easy, mergers in that market are less likely to have a restrictive effect on competition. Therefore, evaluating entry conditions constitutes one of the fundamental elements of competition analysis. For market entry to create effective competitive pressure on the merging parties, it must occur at the appropriate time and on a sufficient scale. Barriers to entry can take the form of legal restrictions (e.g., restrictions on the number of licenses or customs barriers), privileged access of established undertakings to essential inputs, natural resources, technology, R&D facilities, or intellectual property rights, and structural advantages stemming from market position such as experience and reputation. Furthermore, entries must occur at a speed that can limit market power and be on a scale that eliminates the anti-competitive effects of the merger; limited entries targeting a narrow segment are not considered sufficient to mitigate this effect.

Within the framework of the market structure and competitive conditions described above, the main anti-competitive effects that horizontal mergers may have in the relevant market are examined below.

3. Potential Anticompetitive Effects of Horizontal Mergers

Horizontal mergers, under appropriate conditions, have the potential to significantly reduce competition by creating a dominant position or strengthening an existing dominant position. The first is described in the Horizontal Merger Guidelines as an increase in market power due to the elimination of competitive pressure on one or more undertakings without coordination between them (unilateral effects); the second is the weakening of competition as a result of changes in the competitive structure of the market, leading undertakings that previously did not coordinate their behavior to coordinate their actions (coordination-inducing effects).

• Unilateral Effects: A merger can significantly reduce effective competition in a market by increasing market power and eliminating significant competitive pressures on a particular undertaking. In this context, the direct result of the transaction is the elimination of existing competition between the parties, and the existence of unilateral effects will be determined within the framework of various factors that must be considered together according to the specifics of the case. Key indicators in this assessment include: the merger parties having high market share and the increase in market share strengthening their market power; the parties being in a close competitive position with a high level of substitutability; customers having limited opportunities to turn to alternative suppliers; competitors being unable to significantly increase their production in the face of potential price increases; the combined undertaking reaching a position where it can restrict the growth or competitiveness of competitors; and the transaction eliminating a significant force that creates competitive pressure beyond market share .
• Coordination-Generating Effects: In terms of coordination-generating effects, some market structures can make it economically feasible and rational for undertakings to adopt behavioral patterns that aim for sustainably high price levels. In this context, mergers in concentrated markets can significantly reduce effective competition by strengthening the ability of undertakings to coordinate their behavior and increase prices without explicit agreement or concerted action, either by creating a joint dominant position or by strengthening an existing joint dominant position. These transactions can reinforce existing coordination or create a new basis for coordination at higher price levels. The existence of coordination-generating effects will be determined by considering together factors such as reaching a common understanding on coordination conditions, adequate monitoring of deviations and operation of deterrent mechanisms, the inability of competitors or customers outside the coordination to disrupt the process, the elimination of competitive pressure through the acquisition of potential or newly established competitors, the creation or strengthening of buyer power in upper markets, and potential negative impacts on innovation and data-driven competition dynamics .

4. Application Evaluation and Commitment

According to Article 10 of the Communiqué, in the case of horizontal mergers subject to authorization, if the threshold values are exceeded, the parties are obliged to notify the Competition Authority of the transaction. Notification can be made jointly by the parties or through one of the parties or their authorized representatives.

The Competition Board, when evaluating mergers and acquisitions, takes into account factors such as the structure of the relevant market, actual and potential competition, the market position and economic strength of the undertakings, alternative suppliers and customers, access to supply sources, barriers to market entry, supply and demand trends, and elements relating to consumer welfare and efficiency gains. As a result of this evaluation, it is explicitly stipulated in the Communiqué that transactions resulting in a significant reduction of effective competition in the whole or a part of the country, primarily by creating a dominant position or strengthening an existing dominant position, will not be permitted. Furthermore, in its evaluation of fully functional joint ventures, the Competition Board will consider whether the parties to the transaction have significant activities in the same market or in related sub-markets, upmarkets, or neighboring markets, and whether the coordination resulting from the joint venture is likely to significantly eliminate competition between the parent undertakings.

According to Articles 14 and 15 of the Communiqué, the Competition Board may request information from the parties, third parties, or other actors in the market and conduct on-site inspections if it deems it necessary during the investigation process. As a result of the investigation, the Competition Board may approve the transaction or suspend its implementation by taking it to a final review, thereby creating a suspension effect until a final decision is reached; it may foresee necessary measures during this process and make the approval decision subject to conditions and obligations. In addition, the Competition Board may approve merger and acquisition transactions subject to commitments submitted by the parties to address competitive issues, which must be of a nature that completely eliminates competition. Commitments may be submitted during the preliminary or final review phase, and the Competition Board may foresee additional conditions and obligations in the approval decision to ensure the fulfillment of these commitments.

According to the Solution Guide, it is at the discretion of the parties to decide whether or not to propose a solution to address competition issues, and the Competition Board does not have the authority to unilaterally impose a specific solution on the parties or to unilaterally change the commitments submitted. However, if the Competition Board deems the proposed commitments insufficient to address competition concerns, it may allow the parties to revise their commitments. If the commitments do not reach sufficient level to completely eliminate competition issues, the Competition Board may prohibit the transaction after completing the necessary procedural steps. In this context, it is the responsibility of the parties to submit to the Competition Board all information and documents that can demonstrate the adequacy of the proposed commitments in addressing competition concerns.

5. Horizontal Merger Competition Board Decision Examples

To illustrate the concrete implications of the Competition Board's practice regarding horizontal mergers and acquisitions, some relevant Competition Board decisions are summarized below:

• In Migros – Kipa decision (Competition Board, 09.02.2017, 17-06/56-22), Competition Board conditionally approved the merger, taking into account the risks of concentration that may arise in local retail markets. In this context, it was stated that a total of 20 stores would need to be transferred to competitors in order to maintain competitive balance. The decision emphasized that structural commitments in horizontal mergers are one of the fundamental tools in addressing competitive concerns.
• In Essilor – Luxottica decision ( Competition Board, 01.10.2018, 18-36/585-286), it was stated that the merger of the parties operating in the optical lens and eyeglass frame markets carried the risk of creating an exclusionary effect on competitors through both horizontal concentration and product tying. Therefore, the transaction was permitted in exchange for certain structural and behavioral commitments; however, a high administrative fine was imposed for breach of these commitments.
• In Tofaş – Stellantis decision , the Competition Board initially deemed the submitted commitment package insufficient and, after the parties submitted a second set of commitments, re-evaluated the transaction and granted conditional approval. The approval was contingent upon investment commitments to increase the production and export capacity of new light commercial vehicles in Turkey, as well as behavioral obligations to protect dealer independence.
• In Marport – MSC decision (Competition Board, 13.08.2020, 20-37/523-231), it was assessed that the takeover of a port operator with a high market share in the Marmara Region by a global container line operator would eliminate competitive pressure, and the transaction was rejected. The decision stated that the transition from joint control to sole control leads to horizontal concentration and that high market share could significantly restrict competition.
• In BP – Petrol Ofisi decision (Competition Board, 12.09.2024, 24-37/885-379), the Competition Board examined the geographical competition analysis in the retail fuel market using an accessibility-based method and determined that competitive concerns could arise in some regions. In this context, conditional permission was granted in exchange for structural and behavioral commitments such as processing, station transfer, sales volume limitations, and regular reporting obligations. The decision also stated that while competitive concerns did not arise in some product markets due to the presence of strong competitors, market share in certain segments could exceed the dominant position threshold.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.