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The Communiqué Amending the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (the "Amending Communiqué"), prepared by the Competition Board, entered into force on February 11, 2026. The Amending Communiqué introduces changes to the definitions of "undertakings concerned (ilgili teşebbüs)" and "transaction parties (işlem tarafı)", as well as to the turnover thresholds for mergers and acquisitions subject to approval of the Competition Board.
Undertakings Concerned and Transaction Parties
Under the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (the "Communiqué"), the term "undertakings concerned" was defined as "the merging parties in merger transactions, and the acquirer or the persons or economic units subject to the transfer in acquisition transactions." This definition was particularly important for determining which undertakings would be considered for the turnover thresholds. However, in acquisition transactions, the definition of the term is to be interpreted as referring to either the acquirer or the target, which created uncertainty in practice. In this respect, the Amending Communiqué clarifies this definition by amending it as follows: "the merging parties in merger transactions, and the acquirer and the persons or economic units subject to the transfer in acquisition transactions," thereby explicitly including both the acquirer and the target under the undertakings concerned.
In addition, the definition of "transaction parties" under the Communiqué has amended to address uncertainties encountered in practice. Pursuant to the Amending Communiqué, transaction parties are redefined as: "the economic units to which the undertakings concerned belong in merger transactions and, in acquisition transactions, the economic units to which the acquiring undertakings concerned belong; and, for the undertaking concerned subject to the transfer, the undertaking itself together with the economic units it controls."
Turnover Thresholds
The Amending Communiqué also increases the turnover thresholds applicable to mergers or acquisitions under the Communiqué. Please find below a table setting out the revised turnover thresholds:
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Old Turnover Thresholds |
New Turnover Thresholds |
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Turnover of Transaction Parties in Türkiye |
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The transaction was subject to notification if the aggregate Turkish turnover of the transaction parties exceeded TRY-750,000,000 and the Turkish turnover of at least two of the transaction parties each exceeded TRY-250,000,000. |
Under the Amending Communiqué, the transaction is subject to notification if the aggregate Turkish turnover of the transaction parties exceeds TRY-3,000,000,000 and the Turkish turnover of at least two of the transaction parties each exceeds TRY-1,000,000,000. |
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Thresholds for the Transferred Assets/Business in Acquisitions and for Transaction Parties in Mergers |
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In acquisition transactions, the Turkish turnover of the transferred assets or business and in merger transactions, the Turkish turnover of at least one of the transaction parties had to exceed TRY-250,000,000, and the worldwide turnover of at least one of the other transaction parties had to exceed TRY-3,000,000,000. |
Under the Amending Communiqué, in acquisition transactions, the Turkish turnover of the transferred assets or business and in merger transactions, the Turkish turnover of at least one of the transaction parties, must exceed TRY-1,000,000,000, and the worldwide turnover of at least one of the other transaction parties must exceed TRY-9,000,000,000. |
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Technology Undertakings |
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For transactions involving the acquisition of technology undertakings operating in the Turkish geographic market, conducting R&D activities, or providing services to users in Türkiye, turnover thresholds were not applied. |
The Amending Communiqué has removed the previous exemption and introduced turnover thresholds for the target undertaking in transactions involving, mergers where at least one party is a technology undertaking established in Türkiye, and acquisitions of such undertakings. Accordingly, the applicable threshold for the target undertaking is set at TRY-250,000,000 (instead of the previous disapplication of the thresholds). |
Assessment of Mergers and Acquisitions
Pursuant to the Article introduced by the Amending Communiqué, in cases involving a notifiable joint venture, the Board's assessment will consider whether two or more transaction parties have significant activities in the same market as the joint venture or in upstream, downstream, or closely related neighboring markets. The Board will also consider whether any coordination arising directly from 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. Accordingly, the framework for assessing coordination risks between parent undertakings in joint ventures has been clarified.
Notification Form
The Notification Form annexed to the Amending Communiqué has been simplified by removing certain information requirements previously requested from the parties.
Transactions Currently Under Review
For companies currently under review by the Turkish Competition Authority in relation to a merger or acquisition, the review process will be terminated by a decision of the Competition Board if the transaction falls below the new turnover thresholds or is determined not to meet the relevant conditions.
Conclusion
The amendments introduced by the Turkish Competition Authority are expected to eliminate uncertainties in practice regarding the identification of transaction parties and to facilitate faster and more efficient execution of merger and acquisition transactions through the increase of turnover thresholds. These developments are considered likely to have a positive impact on market activity by streamlining transaction processes. We will keep you informed of any further developments in this regard.
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.
