Significant Amendments in Merger and Acquisition Regulations

The Communiqué on Amendment (No: 2026/2) (“Amendment Communiqué“) to the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No: 2010/4) was published in the Official Gazette dated 11 February 2026 and numbered 33165 and entered into force on the same date. The Amendment Communiqué introduces significant changes to the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No: 2010/4) (“Communiqué“). The amendments mainly concern merger and acquisition transactions subject to the approval of the Competition Board (“Board“), including increased turnover thresholds, changes to the technology undertaking exception, rules on joint ventures, and revisions to the notification form.

Amendment to the Definition of Transaction Party

The definition of “Transaction Party” regulated in Article 4/1(b) of the Communiqué has been detailed. Accordingly, the definition of “Transaction Party” refers to the following:

in merger transactions, the economic units forming a single economic entity to which the merging undertakings are included,
in acquisition transactions, the economic units forming a single economic entity to which the relevant acquiring undertakings are included, and
for the relevant undertaking subject to transfer, itself and the economic units it controls.

Increases in Turnover Thresholds

The turnover thresholds stipulated for merger and acquisition transactions subject to Board approval under Article 7 of the Communiqué have been updated. Accordingly, a merger or acquisition transaction will be subject to Board approval if:

the total Turkish turnover of the transaction parties exceeds TRY 3 billion and the Turkish turnover of at least two of the transaction parties separately exceeds TRY 1 billion, or
in acquisition transactions, the Turkish turnover of the assets or activities subject to transfer, or in merger transactions, the Turkish turnover of at least one of the transaction parties exceeds TRY 1 billion and the worldwide turnover of at least one of the other transaction parties exceeds TRY 9 billion.

Amendment to the Scope of the Technology Undertaking Exception

With the new regulation, the scope of the exception applicable to technology undertakings has been changed. Accordingly, for merger transactions where at least one of the transaction parties is a technology undertaking resident in Turkey, and for transactions concerning the acquisition of such undertakings, the TRY 1 billion thresholds in Article 7 of the Communiqué will be applied as TRY 250 million with respect to the transaction party subject to transfer.

Furthermore, under the old regulation, such technology undertakings (a) operating in the Turkish geographic market or (b) having R&D activities in the Turkish geographic market or (c) providing services to users in Turkey were included within the scope of the exception. With the new regulation, the technology undertaking is required to be established in Turkey.

The sectors considered as technology undertakings under the Communiqué are as follows: digital platforms, software and game software, financial technologies (fintech), biotechnology, pharmacology, agricultural chemicals, and health technologies. Transactions involving technology undertakings operating in these sectors will continue to be subject to Board control with this special threshold that falls below the general threshold.

Regulations Concerning Joint Ventures

With the new regulation, Article 13/3 of the Communiqué has been revised to refer to parent undertakings instead of undertakings. In this regard, it is stated that the establishment of a joint venture that has as its object or effect the restriction of competition between parent undertakings and will on a lasting basis perform all the functions of an autonomous economic entity will be evaluated within the framework of Articles 4 (agreements, concerted practices and decisions restricting competition) and 5 (exemption cases) of Law No. 4054 on the Protection of Competition (“Law“).

Pursuant to the newly added Article 13/4 of the Communiqué, the Board will particularly consider the following matters when making this assessment:

Whether two or more of the transaction parties have significant activities in the same market as the joint venture or in the upstream, downstream, or closely related neighboring markets of the market in which the joint venture operates;
Whether the coordination that is a direct consequence of the establishment of the joint venture is likely to eliminate competition between the parent undertakings with respect to a significant portion of the products or services in question.

Transitional Period

Pursuant to the newly added Additional Article 1 of the Communiqué, in case of changes to the turnover thresholds or other conditions regulated under Article 7 of the Communiqué, examination processes regarding transactions that fall below the new turnover thresholds or are found not to meet the notification conditions among those under review as of the date the amendment enters into force will be terminated by a Board decision.

Simplification of the Notification Form

With the update, various changes have been made to the notification form, simplifying it. In this regard, the following information has been removed from the notification form:

Sales value and/or sales volume information and market shares of the transaction parties for each affected market worldwide for the last three years (old: 3.5.)
Trade names and market shares of competitors with more than five percent market share for each affected market worldwide for the last three years (old 3.7.)

With the new regulation, the requirement to provide certain information in the notification form has been removed in the following cases:

For horizontal relationships, where the combined shares of the parties in the affected market are less than 15%,
For vertical relationships, where the share of one of the parties in the affected market is less than 20%.

Finally, for acquisition transactions made by undertakings qualifying as venture capital investment partnerships, venture capital investment funds, risk capital companies, or individual participation investors, excluding the transaction party subject to transfer, it has been deemed sufficient to provide the following information only for Turkey:

Fields of activity of the relevant undertakings,
Fields of activity of the transaction parties,
Turnover information (if it is declared that the worldwide turnover threshold has been exceeded).

Conclusion

The Amendment Communiqué signals significant updates to the merger and acquisition regime that has been in force since 2010. The increase in turnover thresholds can be evaluated as an indicator of which types and scale of transactions the Board prioritizes reviewing. While general thresholds are raised, the setting of a low threshold for technology undertakings shows that the Board’s interest in digital markets has not diminished; on the contrary, it consciously maintains strict control in this area. The lightening of the burden on the notification form and the facilitations granted can be interpreted as a response to the demands that the business world has been voicing for a long time.

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