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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.
1. 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;
- the aggregate turnover of the transaction parties in Türkiye exceeds TRY 3 billion (approx. EUR 67,099,0831; approx. USD 75,987,8422) 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
- 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.
2. 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.
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Definitions (1) For the provisions of this Communiqué, the following definitions apply: a) Undertakings concerned: Merging persons or economic units in merger transactions; acquiring or acquired persons or economic units in acquisition transactions, b) Transaction party: the undertaking party to the merger or acquisition, c) Act: The Act no 4054 on the Protection of Competition, ç) Board: The Competition Board, d) Authority: Turkish Competition Authority. e) Technology undertakings: Undertakings operating in the field of digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and healthcare technologies or the assets thereof. |
Definitions (1) For the provisions of this Communiqué, the following definitions apply: a) Undertakings concerned: Merging persons or economic units in merger transactions; acquiring and acquired persons or economic units in acquisition transactions, b) Transaction party: In merger transactions, the economic units of the merging undertakings concerned; in acquisition transactions, the economic units of the acquiring undertakings concerned; and for the undertaking subject to the transfer, itself and the economic units it controls. c) Act: The Act no 4054 on the Protection of Competition, ç) Board: The Competition Board, d) Authority: Turkish Competition Authority. e) Technology undertakings: Undertakings operating in the field of digital platforms and software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and healthcare technologies or the assets thereof. |
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Mergers or Acquisitions Subject to Authorization ARTICLE 7 (1) In a merger or acquisition transaction as specified under Article 5 of this Communiqué, authorization of the Board shall be required for the relevant transaction to carry legal validity in case, a) Total turnovers of the transaction parties in Türkiye exceed seven hundred and fifty hundred million TL, and turnovers of at least two of the transaction parties in Türkiye each exceed two hundred and fifty million TL, or b) The asset or activity subject to acquisition in acquisition transactions, and at least one of the parties of the transaction in merger transactions have a turnover in Türkiye exceeding two hundred and fifty million TL and the other party of the transactions has a global turnover exceeding three billion TL. (2) In transactions involving the acquisition of technology companies which operate in the Turkish geographical market or have R&D activities in Türkiye or which provide services to users in Türkiye, the thresholds specified in paragraph 1, sub-paragraphs (a) and (b) at two hundred and fifty million TL shall not apply. |
Mergers or Acquisitions Subject to Authorization ARTICLE 7 (1) In a merger or acquisition transaction as specified under Article 5 of this Communiqué, authorization of the Board shall be required for the relevant transaction to carry legal validity in case, a) Total turnovers of the transaction parties in Türkiye exceed three billion TL, and turnovers of at least two of the transaction parties in Türkiye each exceed one billion TL, or b) The asset or activity subject to acquisition in acquisition transactions, and at least one of the parties of the transaction in merger transactions have a turnover in Türkiye exceeding one billion TL and the other party of the transactions has a global turnover exceeding nine billion TL. (2) In merger transactions where at least one of the transaction parties is technology companies which based in Türkiye, as well as in transactions concerning the acquisition of such undertakings the thresholds specified in paragraph 1, sub-paragraphs (a) and (b) at one billion shall be applied as two hundred and fifty million TL with respect to the transaction party subject to the acquisition. |
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Calculation of turnover ARTICLE 8 (1) For the purposes of the implementation of Article 7 of this Communiqué, in the calculation of the turnover of each transaction party, total turnovers of the following are taken into account: a) Undertaking concerned, b) Persons or economic units in which the undertaking concerned 1) holds more than half of the capital or commercial assets, or 2) holds the power to exercise more than half of the voting rights, or 3) holds the power to appoint more than half of the members of the board of supervisors, board of directors or the bodies authorized to represent the undertaking, or 4) holds the power to manage operations, c) Persons or economic units which hold the rights and powers listed in b) over the undertaking concerned, ç) Persons or economic units over which those listed in (c) hold the rights and powers listed in (b), d) Persons or economic units over which those listed in (a-ç) jointly hold the rights and powers listed in (b). (2) In the calculation of the turnovers included in paragraph 1 of Article 7 of this Communiqué, in case of a transfer of those parts of the transaction parties with or without legal personality, only the turnover of the part transferred shall be taken into account with regards to the transferor. (3) Turnovers of the economic units with which undertakings concerned jointly hold the rights and powers listed in sub-paragraph (b) of paragraph 1 of this Article shall be calculated by equally dividing by the number of undertakings concerned. (4) Turnovers of the joint ventures where undertakings concerned hold the right to manage business together with third parties shall be calculated by equally dividing by the number of such right holders. (5) Two or more transactions under paragraph 2 of this Article, carried out between the same persons or parties and in the same relevant product market within a period of two years, shall be considered as a single transaction for the calculation of turnovers listed in Article 7 of this Communiqué. (6) Turnover, in accordance with the uniform accounting plan, shall consist of the net sales generated as of the end of the financial year preceding the date of the notification, or, if this cannot be calculated, of those generated as of the end of the financial year closest to the date of notification. In the calculation of the turnover, turnovers of persons or economic units listed in paragraph 1 of this Article generated from sales made to each other shall not be taken into account. In the calculation of the turnover, average buying rate of exchange of the Central Bank of Türkiye for the financial year the turnover is generated shall be taken into consideration as the rate of exchange. |
Calculation of turnover ARTICLE 8 (1) For the purposes of the implementation of Article 7 of this Communiqué, in the calculation of the turnover of each transaction party, total turnovers of the following are taken into account: a) Undertaking concerned, b) Persons or economic units in which the undertaking concerned 1) holds more than half of the capital or commercial assets, or 2) holds the power to exercise more than half of the voting rights, or 3) holds the power to appoint more than half of the members of the board of supervisors, board of directors or the bodies authorized to represent the undertaking, or 4) holds the power to manage operations, c) Persons or economic units which hold the rights and powers listed in b) over the undertaking concerned, ç) Persons or economic units over which those listed in (c) hold the rights and powers listed in (b), d) Persons or economic units over which those listed in (a-ç) jointly hold the rights and powers listed in (b). (2) In the calculation of the turnovers included in paragraph 1 of Article 7, in case of acquisition transactions involving the transfer of those parts with or without legal personality, only the turnover of the part transferred shall be taken into account with regards to the transferor. (3) Turnovers of the economic units with which undertakings concerned jointly hold the rights and powers listed in sub-paragraph (b) of paragraph 1 of this Article shall be calculated by equally dividing by the number of undertakings concerned. (4) Turnovers of the joint ventures where undertakings concerned hold the right to manage business together with third parties shall be calculated by equally dividing by the number of such right holders. (5) Two or more transactions under paragraph 2 of this Article, carried out between the same persons or parties and in the same relevant product market within a period of two years, shall be considered as a single transaction for the calculation of turnovers listed in Article 7 of this Communiqué. (6) Turnover, in accordance with the uniform accounting plan, shall consist of the net sales generated as of the end of the financial year preceding the date of the notification, or, if this cannot be calculated, of those generated as of the end of the financial year closest to the date of notification. In the calculation of the turnover, turnovers of persons or economic units listed in paragraph 1 of this Article generated from sales made to each other shall not be taken into account. In the calculation of the turnover, average buying rate of exchange of the Central Bank of Türkiye for the financial year the turnover is generated shall be taken into consideration as the rate of exchange. |
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Date of validity of the notification ARTICLE 11 (1) Notification shall be deemed to be made on the date it is received into the Board records. In case the information requested within the Notification Form is false, misleading or missing or in case there are changes to this information, notification shall be deemed to be made on the date this information is completed or amended. (2) In case the opinion of a public institution or organization is required in accordance with legislation, the time periods specified in Article 10 of the Act shall commence after the relevant opinion is received into the Board records. |
Date of consummation of the notification ARTICLE 11 (1) Notification shall be deemed to be made on the date it is received into the Board records. In case the information requested within the Notification Form is false, misleading or missing or in case there are changes to this information, notification shall be deemed to be made on the date this information is completed or amended. (2) In case the opinion of a public institution or organization is required in accordance with legislation, the time periods specified in Article 10 of the Act shall commence on the day following the date on which the relevant opinion is received into the Board records. |
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Assessment of mergers and acquisitions ARTICLE 13 (1) In assessing mergers and acquisitions, the structure of the relevant market, actual and potential competition among domestic- and foreign-based undertakings, the status of the undertakings within the market, their economic and financial power, their alternatives sources for suppliers and customers, their ability to access sources of supply, barriers to entry into market, supply and demand trends, consumer interests, activities benefiting the consumers and other issues shall be taken into account in particular. (2) Mergers and acquisitions which result in a significant lessening of effective competition in all or part of the country, including the creation of a dominant position or strengthening of an existing dominant position, shall not be authorized. (3) The formation of a joint venture which has the goal or effect of limiting competition among undertakings and which would permanently fulfill all of the functions of an independent economic entity shall also be assessed within the framework of Articles 4 and 5 of the Act. (4) The Board shall either allow the merger and acquisition transactions that fall under the scope of Article 7 of this Communiqué or, in case it decides to take the transaction under final examination, concurrent with its preliminary objection it shall duly notify the relevant parties, together with any other measures it deems necessary, that the merger or acquisition transaction has been suspended until the final decision and may not be implemented. In this case, to the extent they are relevant, provisions of Articles 40 to 59 of the Act shall be applied. The Board may specify conditions and obligations in its authorization decision. (5) Authorization granted by the Board concerning the merger and acquisition shall also cover those restraints which are directly related and necessary to the implementation of the transaction. The principle is that transaction parties should determine whether the restraints introduced by the merger or acquisition exceed this framework. |
Assessment of mergers and acquisitions ARTICLE 13 (1) In assessing mergers and acquisitions, the structure of the relevant market, actual and potential competition among domestic- and foreign-based undertakings, the status of the undertakings within the market, their economic and financial power, their alternatives sources for suppliers and customers, their ability to access sources of supply, barriers to entry into market, supply and demand trends, consumer interests, activities benefiting the consumers and other issues shall be taken into account in particular. (2) Mergers and acquisitions which result in a significant lessening of effective competition in all or part of the country, including the creation of a dominant position or strengthening of an existing dominant position, shall not be authorized. (3) The establishment of a joint venture which has the goal or effect of limiting competition among the parent undertakings and which would permanently fulfill all of the functions of an independent economic entity shall also be assessed within the framework of Articles 4 and 5 of the Act. (4) In conducting the assessment referred to in the third paragraph, the Board shall, in particular, take into consideration whether two or more of the transaction parties carry out significant activities in the same market as the joint venture, or in a downstream, upstream or closely related adjacent market in which the joint venture operates; and whether the coordination arising as a direct consequence of the establishment of the joint venture is likely to eliminate competition between the parent undertakings in respect of a substantial part of the products or services concerned. (5) The Board shall either allow the merger and acquisition transactions that fall under the scope of Article 7 or, in case it decides to take the transaction under final examination, concurrent with its preliminary objection it shall duly notify the relevant parties, together with any other measures it deems necessary, that the merger or acquisition transaction has been suspended until the final decision and may not be implemented. In this case, to the extent they are relevant, provisions of Articles 40 to 59 of the Act shall be applied. The Board may specify conditions and obligations in its authorization decision. (6) Authorization granted by the Board concerning the merger and acquisition shall also cover those restraints which are directly related and necessary to the implementation of the transaction. The principle is that transaction parties should determine whether the restraints introduced by the merger or acquisition exceed this framework. |
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Other Provisions ADDITIONAL ARTICLE 1 (1) In the event that the turnover thresholds or other conditions set out in Article 7 are amended, ongoing review proceedings concerning mergers or acquisitions that, as of the date on which such amendment enters into force, are found to fall below the newly determined turnover thresholds or not to satisfy the other conditions shall be terminated by a decision of the Board. |
Footnotes
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.
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