Significant Amendments to the Communiqué on Mergers and Acquisitions

With the Communiqué (Communiqué No: 2026/2) (“Update”), published by the Turkish Competition Authority (“Authority”) in the Official Gazette dated 11 February 2026 and numbered 33165, which foresees amendments to the Communiqué Concerning Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No: 2010/4), significant changes have been introduced for the purpose of determining the transactions subject to the approval of the Competition Board.

In addition to the update of the turnover thresholds set for transactions requiring notification, significant changes have been introduced that will have important practical consequences and will directly affect both the number of transactions and the Board’s review practice, such as the redefinition of the concept of transaction party, the restructuring of the technology undertaking exception, the explicit regulation of coordination analysis in joint ventures, the simplification of the notification form, and the transitional regime for ongoing transactions.

Turnover Thresholds Have Been Increase

With the Update, the thresholds regarding merger or acquisition transactions subject to approval have been increased. Under the new regulation, a transaction will be subject to the approval of the Competition Board if:

• the aggregate Turkish turnovers of the transaction parties exceed TRY 3 billion and the Turkish turnovers of at least two of the transaction parties each exceed TRY 1 billion; or,
• in acquisitions, the Turkish turnover of the assets or business subject to acquisition, and in mergers, the Turkish turnover of at least one of the transaction parties, exceed TRY 1 billion, and the worldwide turnover of at least one of the other transaction parties exceeds TRY 9 billion.

Accordingly, it is seen that the relevant thresholds have been updated by taking into account current macroeconomic changes and inflation.

New Regulation Regarding the Exception for Technology Undertakings

With the Update, the scope of the exception foreseen for undertakings defined as “technology undertakings” and their assets has been limited only to technology undertakings established in Turkey; thus, the field of application has been narrowed within the framework of a geographical criterion.

The technology undertaking exception has been made applicable only to undertakings established in Turkey, and in these transactions the individual turnover threshold of TRY 250 million will now be sought. Accordingly, establishment in Turkey and the target party’s Turkish turnover have become determinative for notification in technology-focused merger or acquisition transactions. This change demonstrates the Authority’s preference to focus on the Turkey-based technology ecosystem

Clarifications Regarding Definitions

With the Update, under the definition of “relevant undertaking,” it has been clarified that in acquisition transactions, the acquirer and the person/economic units subject to acquisition are counted together, so that the target party is included within the scope.

With the Update, under the definition of “transaction party,” for the acquiring party the “economic unit,” and for the party subject to acquisition the party itself and the economic units it controls, have been explicitly regulated and clarified.

Assessment of Joint Ventures

For joint ventures, a framework has been added regarding the handling of the risk of coordination between the parent undertakings. In this framework, the following will be taken into consideration: whether two or more transaction parties have significant activities in the same market as the joint venture or in a downstream, upstream, or closely related neighboring market of the market in which the joint venture operates; and whether the coordination that is a 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. Amendments in this direction have also been reflected in the notification form.

Amendment to the Notification Form

Another significant change in terms of procedural economy and reducing transaction costs is the simplification of the notification form. Where market shares are low in affected markets, the obligation to submit additional information has been removed, and a simplified notification possibility has been introduced for venture capital and private equity transactions.

Transitional Period

With the Update, Additional Article 1 regulates transitional period provisions regarding turnover thresholds. In this context, it is stipulated that where turnover thresholds or other conditions are amended, for merger or acquisition transactions whose review is ongoing as of the effective date of such amendments, if it is determined that the applications fall below the newly determined turnover thresholds or do not meet the other envisaged conditions, the ongoing review processes will be terminated by a decision of the Competition Board.

Accordingly, as of 11 February 2026, the review of applications that remain below the thresholds specified above will be terminated by the Competition Board.

Conclusion

It is thought that the upward revision of turnover thresholds will enable the Competition Board to direct its administrative resources and review capacity to large-scale transactions with significant structural effects that have the potential to give rise to serious competition-law concerns. As a result of this change, the notification obligation may be eliminated for many medium- and small-scale merger and acquisition transactions, and such transactions may remain outside the Board’s oversight. As for ongoing reviews, in files that may fall below the new thresholds, termination of the process by a Board decision will come to the agenda.

On the other hand, the relatively low thresholds envisaged for technology undertakings reveal that the regulatory approach of closely monitoring concentration transactions occurring in digital markets has been preserved. In this scope, transactions involving undertakings operating in strategic and innovative areas such as digital platforms, software, financial technologies, biotechnology, pharmacology, agrochemicals, and health technologies will continue to be subject to close scrutiny by the Competition Board due to lower turnover thresholds.

When the amendments are evaluated as a whole, they reflect the Authority’s approach in Turkey’s merger control system towards more selective oversight, focusing on the Turkey-based technology ecosystem, and procedural economy and transaction facilitation.

First published by Gün + Partners in Feb 20, 2026.