New Thresholds, New Era In Merger Control: Turkish Competition Authority Amends The Communiqué On Mergers And Acquisitions

February 2026 – The regulation amending Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Turkish Competition Board ("Communiqué") entered into force upon its publication in the Official Gazette dated 11 February 2026 and numbered 33165. The amendments introduce significant changes to the Turkish merger control framework. In particular, the amended Communiqué substantially increases the turnover thresholds triggering notification obligation, revises the special regime applicable to transactions involving the acquisition of technology undertakings, clarifies certain definitions, and introduces additional provisions concerning the completion of the notification form.

1. Clarification of the definition of the "transaction party"

The Communiqué revises the definition of the "transaction party", as the previous definition had caused uncertainties in practice. The Communiqué clarifies that in merger transactions, the economic units to which the merging undertakings belong will be taken as the basis, while in acquisition transactions, the economic unities controlling the acquiring undertakings will be considered. As for the undertaking subject to the acquisition, both the acquired undertaking (i.e., the target) and the economic units it controls will be taken into account. The amended regulation therefore clarifies that the seller does not constitute a "transaction party" in acquisitions.

2. Turnover thresholds increased substantially

The turnover thresholds set out in Article 7 of the Communiqué, which determine whether a transaction is subject to the approval of the Turkish Competition Board, have been increased several-fold. As is well known, a merger or acquisition transaction that falls within the applicable thresholds must be notified to, and approved by, the Turkish Competition Board to gain validity. Under the new regime, a transaction which results in a change of control must be notified to the Turkish Competition Authority if one of the following alternative thresholds is met:

Another significant change concerns the technology undertaking exception. Under the previous Communiqué, the local turnover requirement was waived when the target of an acquisition was a so-called "technology undertaking"—i.e., an undertaking operating in the fields of digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agrochemicals, and health technologies—provided that there was sufficient nexus with Türkiye (explained further below). The amended thresholds no longer waive the local turnover requirement but instead apply a lower local turnover threshold. Where the transaction concerns a technology undertaking, the local turnover threshold is reduced from TRY 1 billion to TRY 250 million (approx. EUR 5.6 million).

3. Narrowing of the scope of the technology undertaking exception

Previously, under the Communiqué, an exception to the turnover thresholds applied to acquisitions of technology undertakings (i) operating, (ii) conducting R&D activities, or (iii) providing services to users in Türkiye, without requiring them to be established in Türkiye. However, with the amendment, the exception has been narrowed down to the following transactions:

• In mergers, at least one of the parties to the transaction must be a technology undertaking established in Türkiye and,
• in acquisitions, the scope is limited to cases where the economic unit subject to the transaction is a technology undertaking established in Türkiye.

4. Clarification of the coordination analysis in joint ventures

Following the amendment, Article 13(3) of the Communiqué now replaces the term "undertakings" with "parent undertakings", clarifying that the competitive assessment focuses on the parent companies establishing the joint venture. Accordingly, it has been clarified that the analysis of potential coordination risks arising through a joint venture is not limited solely to the relevant undertakings but will also take the parties to the transaction into account. The amendment also introduces a new paragraph requiring the Turkish Competition Board to assess whether the parties to the transaction operate in the same market as the joint venture or in upstream, downstream, or neighbouring markets, and whether any coordination arising from the joint venture is likely to eliminate competition between the parent undertakings. Through this amendment, the Communiqué codifies at the legislative level the coordination analysis that the Turkish Competition Board already conducts in its assessment of joint-venture transactions.

5. Simplification of the notification form

The amendments have also brought a significant simplification to the notification form. Under the previous rules, regardless of the parties' market shares in the affected markets, extremely detailed information on competitive conditions—such as the supply and demand structure in each affected market, the position of competitors, and entry or expansion conditions—had to be provided whenever an affected market existed. With the amendment to the Communiqué, it is now stipulated that such detailed information is no longer required for the relevant affected market where:

• in the case of horizontal relationships, the combined market share of the parties to the transaction is below 15%, and
• in the case of vertical relationships, the market share of one of the parties to the transaction is below 20%.

In addition, the amendment specifies that, for transactions carried out by venture capital investment partnerships, venture capital investment funds, private equity firms, or parties qualifying as angel investors, there is no requirement to provide information on global activities or global turnover in the notification form.

6. Revision of review periods when seeking opinions from governmental bodies

The amendment clarifies the timing for the review period under Article 11 of the Communiqué. Previously, when the investigation required input from a public institution or authority, the review period started upon the submission of that input to the records of the Turkish Competition Board. The new amendment specifies that the review period will now begin on the day following the date on which the opinion is submitted to the Turkish Competition Authority. This change eliminates ambiguity regarding the exact start date of the Competition Board's review timeline.

7. The amendments will also apply to ongoing transactions

An additional article provides that, with respect to transactions currently under review, if amendments to the turnover thresholds or other conditions result in the transaction falling below the new thresholds or otherwise fail to meet the revised criteria, the review process shall be terminated by a decision of the Turkish Competition Board. In this context, for transactions that have been notified to the TCA but have not yet been finalised, the new conditions and turnover thresholds introduced by the amendment to the Communiqué should be taken into account.

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