UPDATES ON THE COMPETITION BOARD APPROVAL REGIME FOR MERGERS AND ACQUISITIONS
Within the framework of Article 7 of Law No. 4054 on the Protection of Competition (“Law No. 4054”), the scope of the merger control notification/approval regime is determined through the secondary regulatory authority vested in the Competition Board (“the Board”). In this context, the Board established the core framework of Türkiye’s merger control regime by setting out the procedures and principles governing which mergers and acquisitions must be notified to the Board in advance and are subject to Board approval under the Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board (“the Communiqué No. 2010/4”).
The Board introduced various amendments to the Communiqué No. 2010/4 through the Communiqué No. 2026/2 on the Amendment to the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (“the Amendment Communiqué"), published in the Official Gazette dated 11 February 2026 and numbered 33165 in order to update such framework. A summary of the prominent amendments and their possible implications in practice are as follows:
Clarification of Definitions
In addition to the turnover thresholds and the rules regarding technology undertakings, the Amending Communiqué also clarifies certain definitions that affect the scope of the notification and the turnover calculations. In this regard, the concepts of “relevant undertaking” and “transaction party” have been redefined.
Accordingly, the relevant undertaking refers to: the merging parties in merger transactions; and in acquisition transactions, the acquiring parties as well as the persons or economic units that are the subject of the transfer. The transaction party is defined as the economic units to which the undertakings involved in the merger or the acquiring undertakings belong.
Turnover Calculation in Acquisitions
Under the previous approach, the definition of “transaction party” could be interpreted broadly, which, in practice, could lead to requests within the notification file for information relating to parts of the seller’s business that were not part of the transferred assets. Under the amended regime, where the acquisition concerns a business without legal personality or only a part of a business without legal personality, the turnover calculation will be based not on the transferring party’s overall turnover, but solely on the turnover of the transferred part. This amendment is particularly relevant for partial disposals and transfers carried out in the context of demergers.
Update of the Turnover Thresholds Triggering the Notification Requirement
The most visible outcome of the Amending Communiqué is the significant increase in the turnover thresholds that trigger the notification requirement. Accordingly, the thresholds applicable in determining whether Board approval is required in merger and acquisition transactions have been updated by increasing:
- the TRY 250 million Türkiye turnover threshold applicable to each transaction party to TRY 1 billion;
- the TRY 750 million aggregate Türkiye turnover threshold to TRY 3 billion; and
- the TRY 3 billion worldwide turnover threshold to TRY 9 billion.
With the updated thresholds, the Board’s review is expected to continue to focus on transactions involving parties with material operations and turnover in Türkiye.
Change to the Special Threshold Applicable to Technology Undertakings
The second key amendment concerns the special threshold rule applicable to technology undertakings, which has been narrowed and redesigned. As introduced on 4 March 2022 through Article 7/2 of the Communiqué No. 2010/4, acquisitions of technology undertakings that (i) operated in Türkiye, (ii) conducted R&D activities in Türkiye, or (iii) provided services to users in Türkiye were exempted from applying the TRY 250 million Türkiye turnover thresholds set out under Article 7/1. While this approach sought to keep strategically important technology transactions under Board scrutiny despite low turnover, it was criticised for creating uncertainty due to the breadth of the criteria.
Under the Amending Communiqué, Article 7/2 has been revised, and the special regime has been changed in two main respects:
- The criteria triggering the exception (i.e., “operating in Türkiye / conducting R&D in Türkiye / providing services to users in Türkiye”) have been removed, and the scope has been limited to technology undertakings located in Türkiye.
- The previous approach of not applying any turnover threshold to the target technology undertaking has been replaced with a reduced threshold rule: the TRY 1 billion thresholds under Article 7/1 will be applied as TRY 250 million for technology undertakings located in Türkiye.
Overall, the Amending Communiqué aims to maintain a special regime for technology undertakings while making it more targeted and improving the predictability of the Türkiye connection.
Joint Ventures
Before the amendments, while it was stated that certain joint ventures could also be assessed under Articles 4 and 5 of Law No. 4054, there were uncertainties in practice as to (i) whether Article 4 would apply where only one parent undertaking was active in the market where the joint venture operates, and (ii) whether the Article 4 assessment would cover all competitive effects of the transaction or would focus only on the coordination risk between the parent undertakings.
With the revisions to Articles 13/3 and 13/4, the Amending Communiqué clarifies that an Article 4 assessment will come into play where at least two parent undertakings are competitors in the joint venture’s market or in related markets and indicates that the assessment will primarily focus on the coordination risk that may arise in those markets.
Transitional Period
The Amending Communiqué entered into force as of its publication date, 11 February 2026. The updated turnover thresholds and other amendments will also apply to transactions under review as of the effective date. Accordingly, if a transaction that is under review as of the effective date is found to fall below the new thresholds or not to meet the updated conditions, the ongoing review may be terminated by a Board decision.
Conclusion
The amendments entered into force by the Communiqué has reshaped Türkiye’s merger control regime in line with current economic conditions and enforcement needs by increasing turnover thresholds, narrowing and recalibrating the special rules for technology undertakings located in Türkiye, and clarifying key concepts and assessment points (including joint ventures and transitional implementation). As a result, when assessing whether Board approval is required, parties should consider not only the updated turnover thresholds but also the revised scope rules and definitions introduced by the Amendment Communiqué.