Turkish Competition Board Introduces Recent Amendments To Merger Control Regime

On 11 February 2026, Communiqué No. 2026/2 was published in the Official Gazette, amending the Communiqué on Mergers and Acquisitions Requiring the Authorization of the Competition Board (Communiqué No. 2010/4) (“Communiqué”). The amendments significantly revise the turnover thresholds that trigger Turkish Competition Board’s (“Board”) clearance, introduces new definitions, procedural changes and assessment criteria for the Board. The key changes are as follows:

1. Turnover Thresholds Triggering the Obligation to Obtain Clearance from the Board for Mergers & Acquisitions Have Been Amended

• Aggregate Turkish Turnover Test (Article 7/a):

Transactions were subject to Board’s approval where (i) the aggregate Turkish turnover of the transaction parties exceeded TRY 750 million, and (ii) the Turkish turnover of at least two of the transaction parties each exceeded TRY 250 million.

The thresholds have been substantially increased such that Board’s approval is now required where (i) the aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion, and (ii) the Turkish turnover of at least two of the transaction parties each exceeds TRY 1 billion.

• Combined Turkish Turnover and Worldwide Turnover Test (Article 7/b):

(i) In acquisition transactions, where the Turkish turnover of the assets or activities subject to transfer, or in merger transactions, where the Turkish turnover of at least one transaction party exceeded TRY 250 million, and (ii) the worldwide turnover of at least one other transaction party exceeded TRY 3 billion, Board’s approval was required.

The thresholds have been increased such that Board’s approval is now required where (i) 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 transaction party exceeds TRY 1 billion, and (ii) the worldwide turnover of at least one of the other transaction parties exceeds TRY 9 billion.

2. Current Notification Thresholds

Pursuant to the recent amendments, Board’s clearance decision is mandatory for a merger or acquisition transaction that results in a permanent change of control where:

• The aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion (approx. USD 68.77 million) and the Turkish turnover of at least two of the transaction parties each exceeds TRY 1 billion (approx. USD 22.92 million); 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 transaction party exceeds TRY 1 billion (approx. USD 22.92 million) and the worldwide turnover of at least one of the other transaction parties exceeds TRY 9 billion (approx. USD 206.31 million).

Special Regime for Technology Undertakings:

In merger transactions where at least one of the transaction parties is a technology undertaking established in Turkey, and in transactions concerning the acquisition of such undertakings, the thresholds of TRY 1 billion set out in subparagraphs (a) and (b) of the first paragraph shall be applied as TRY 250 million with respect to the transaction party that is the subject of the acquisition.

This represents a shift from the former provision, which applied the reduced threshold to technology undertakings regardless of where they were established, as long as they had activities in the Turkish market.

3. Other Material Amendments

Amendments to Definitions:

Article 4 of the Communiqué has been amended to revise the definitions of “relevant undertaking” and “transaction party”. The revised definition of “transaction party” now refers to: (i) in merger transactions,  the transaction parties are the merging economic units and (ii) in acquisition transactions, the transaction parties comprise on the acquiring side, the economic units consisting of the acquiring undertakings; and on the target side, the target undertaking itself and the economic units under its control.

The revised definitions constitute clarifications reflecting the Board’s established practice and align the terminology in the Communiqué with the definitions set out in the Guidelines on Relevant Undertakings, Turnover and Ancillary Restraints in Mergers and Acquisitions, rather than introducing material substantive changes.

The definition of “technology undertakings” was also amended. Under the revised definition, “technology undertaking” is defined under the Turkish Competition Law as an undertaking that has activities in the areas of software and game software, financial technologies, biotechnology, pharmacology, agriculture chemicals and health technologies, or assets related thereto through digital platforms.

The amended wording suggests that for digital platforms to qualify as technology undertakings, they should also be active in for example, software or gaming software development. This represents a potential narrowing of the scope compared to the former definition, which treated digital platforms as a standalone category. Yet, the interpretation and explanations of the Board will be essential with this respect.

Simplification of the Notification Form – Exceptions for Certain Investors:

The template notification form is simplified. Certain information previously requested from the transaction parties has been removed entirely. Where parties’ combined market shares are low in the affected markets, they are no longer required to submit certain detailed information.

In addition, the revised form includes practical accommodations for acquisitions carried out by certain group of investors. Now, except for target companies, private equity/venture capital investment companies, private equity/venture capital investment funds, risk capital companies, and individual participation investors are no longer required to provide certain information on their global activities.

Date of Notification and Review Periods:

The Board’s examination and assessment periods for a transaction shall commence on the day following the date on which the notification is received, rather than on the date on which the notification is registered in the records.

Board’s Assessment Criteria:

Article 13 regulating the Board’s assessment criteria have been comprehensively restructured.

The amended Article 13 elaborates on the assessment of joint ventures. The establishment of a joint venture which has as its object or effect the restriction of competition between the parent undertakings and which will, on a lasting basis, perform all the functions of an autonomous economic entity should be taken into consideration. For joint venture establishments, the Board shall take into account, in particular, whether two or more of the transaction parties have significant activities in the same market as the joint venture or in markets upstream, downstream or closely related neighboring markets to the market in which the joint venture operates; and whether the coordination which is a direct consequence of the establishment of the joint venture is likely to eliminate competition between the parent undertakings in respect of a significant portion of the products or services in question.

Transitional Provision:

A new Additional Article 1 has been introduced to the Communiqué, providing that ongoing assessments concerning merger or acquisition transactions that fall below the revised thresholds or no longer satisfy the revised conditions shall be terminated by Board’s decision.

Entry into Force:

The amendments entered into force on 11 February 2026, the date of publication in the Official Gazette.

4. Implications of the Amendments:

The substantial increase in turnover thresholds will result in a significant reduction in the number of merger and acquisition transactions requiring mandatory clearance of the Board. Transactions that previously required Board’s approval may now proceed without regulatory approval, thereby reducing transaction costs and timelines for parties not meeting the revised thresholds.

However, the lower thresholds maintained for technology undertakings demonstrate the Board’s continued policy of heightened scrutiny over transactions in technology-intensive sectors, reflecting concerns regarding market concentration and competitive dynamics in digital and innovation-driven markets.