Amendment To The Communiqué On Mergers And Acquisitions Requiring The Approval Of The Competition Board

With the Communiqué published by the Competition Authority in the Official Gazette dated 12 February 2026 and numbered 33165, various amendments have been made to the "Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board" dated 7 October 2010 and numbered 2010/4 ("Communiqué").

The main amendments introduced by the said Communiqué, which are of importance in terms of practice, are summarized below:

• The turnover thresholds set forth under Article 7/1 of the Communiqué have been increased. Accordingly, under subparagraph (a) of the said article, the threshold of TRY 750,000,000 has been amended to TRY 3,000,000,000, the threshold of TRY 250,000,000 has been amended to TRY 1,000,000,000; and under subparagraph (b), the threshold of TRY 250,000,000 has been amended to TRY 1,000,000,000 and the threshold of TRY 3,000,000,000 has been amended to TRY 9,000,000,000. As a result of these amendments, it has become mandatory to obtain the approval of the Board for the transaction to become legally valid in the following cases:
  1. The aggregate turnovers of the transaction parties in Türkiye exceed TRY 3,000,000,000 and the turnovers in Türkiye of at least two of the transaction parties each separately exceed TRY 1,000,000,000; or
  2. In acquisition transactions, the turnover in Türkiye of the assets or business subject to the acquisition, or in merger transactions, the turnover in Türkiye of at least one of the transaction parties exceeds TRY 1,000,000,000 and the worldwide turnover of at least one of the other transaction parties exceeds TRY 9,000,000,000.
• Under Article 11/2 of the Communiqué, the commencement of the periods set forth under Article 10 of the Law has been clarified in cases where an opinion is required to be obtained from a public institution or organization. Accordingly, the periods will now start to run not as of the moment the opinion is received in the Board's records, but as of the day following the date on which the opinion is received in the Board's records.
• Under Article 13 of the Communiqué, the provision in paragraph (3) regarding the assessment of full-function joint ventures also within the scope of Articles 4 and 5 of the Law has been preserved; however, paragraph (4) has been expanded and it has been explicitly regulated that, while making this assessment, the Board will particularly take into account (i) whether two or more transaction parties have significant activities in the same market as the joint venture or in the upstream/downstream or closely related neighbouring market in which the joint venture operates, and (ii) whether the coordination that is the direct result of the establishment of the joint venture is likely to eliminate competition between the parent undertakings with respect to a significant part of the relevant products or services.
• Due to the update of the turnover thresholds as explained above, Additional Article 1 has been added to the Communiqué; within this scope, it has been regulated that, in the event that the turnover thresholds or other conditions are amended, the ongoing review processes regarding merger/acquisition transactions which are under review as of the effective date of such amendment and which are found to fall below the newly determined turnover thresholds or not to meet the other conditions will be terminated by a Board decision.

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