New Development
Communiqué No. 2026/2 Amending Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Requiring the Approval of the Competition Board (“Merger Control Communiqué“), (“Amending Communiqué“) has been published in the Official Gazette dated 11 February 2026, numbered 33165, and has entered into force with its publication. The Turkish Competition Authority (“TCA“) has also announced the amendments introduced by the Amending Communiqué on its official website, noting that the guidelines relevant to the Merger Control Communiqué have also been updated and will be published soon.
In addition to the update on the turnover thresholds for the transactions requiring approval of the Turkish Competition Board (“TCB“), the amendments aim to enhance clarity and predictability regarding the scope of the information required from the parties, to redefine the exception on the application of the turnover thresholds in terms of transactions concerning “technology undertakings”, and to set the framework of the assessment of the coordination risks between the parents of a joint venture (“JV“), and to simplify the notification form.
The amendments apply both to notifications submitted as of publishment day and to those under review before the TCA.
What does the Amending Communiqué introduce?
- Clarifications on the Definition of “Transaction Party”: The Amending Communiqué provides a more precise definition of the “transaction party”, particularly with respect to the acquired party, due to the uncertainty the TCA has observed in practice. Accordingly, the Amending Communiqué defines the transaction party as in mergers, the economic units to which the merging undertakings belong; in acquisitions, the economic units to which the acquiring undertakings belong, and for the acquired party, this refers to the undertaking itself together with the economic units it controls.
- Increase in the Turnover Thresholds: The turnover thresholds stipulated for transactions subject to notification before and approval of the TCB have been increased. Accordingly, a mandatory filing would be required if one of the following alternative thresholds under Article 7(1) of the Merger Control Communiqué is met:
– the aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion (approx. USD 75,987,842 or EUR 67,099,083) and the Turkish turnovers of at least two of the parties each exceed TRY 1 billion (approx. USD 25,329,281 or EUR 22,366,361); OR
-the Turkish turnover of the transferred assets or business in acquisitions or the Turkish turnover of any of the parties in mergers exceeds TRY 1 billion (approx. USD 25,329,281 or EUR 22,366,361) and the worldwide turnover of at least one of the transaction parties exceeds TRY 9 billion (approx. USD 227,963,526 or EUR 201,297,249).
The former turnover thresholds had been in force since May 2022, following an update introduced after 9 (nine) years (You may find our legal alert on this update here.). Although, as expected, the previous update on the turnover thresholds had reduced the number of transactions reviewed in 2022 and 2023 from 310 in 2021 to 246 and 217 respectively, the figures increased again to 311 in 2024 and 416 in 2025, according to the TCA’s M&A Overview Report for 2025 (you may find our legal alert on this report here).
- Redefining of the Scope of Technology Undertaking Exception: With the amendments introduced to the Merger Control Communiqué in 2022/2, particularly with the aim to catch “killer acquisitions”, the TCA had introduced an exception of the application of the turnover thresholds for the acquisitions of technology undertakings (i.e., undertakings active in digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals, and healthcare technologies, as well as their assets) (you may find our legal alert on this update here). The Amending Communiqué introduces the following key changes:
– Requirement for an establishment in Türkiye: Previously, the exception applied to acquisitions where the acquired technology undertaking was active in Türkiye, had R&D activities in Türkiye or provided services to users in Türkiye. In practice, however, this raised questions, for example, whether the exception could apply to undertakings that qualified as a technology undertaking globally but had no technology undertaking activities in Türkiye. With the amendment, the exception now applies only to technology undertakings based in Türkiye.
– Introduction of a local turnover threshold: Although the TRY 250 million thresholds (now increased to TRY 1 billion thresholds) was previously not applicable to acquisitions of technology undertakings, the Amending Communiqué requires the relevant undertaking to have a local turnover exceeding TRY 250 million (approx. USD 6,332,320 or EUR 5,591,590), rather than the TRY 1 billion threshold set out under Amending Communiqué.
– Clarification on the scope: Previously, the Merger Control Communiqué had referred only to the acquisitions and had not explicitly defined the party for which the turnover thresholds would not be applicable. The Amending Communiqué stipulates that the exception also applies to mergers, where at least one of the transaction parties is a technology undertaking based in Türkiye, and also clarifies that the turnover threshold exception applies only to the target.
- Clarification of the Notification Timeline: The Amending Communiqué introduced to reflect the existing practice that the time periods for the TCA’s review period begin on the day following the date on which the opinion is entered into the TCA’s records, where the opinion of a public institute or institution is required.
- Assessment of JVs: In parallel to the required information for JVs in the previous version of the notification form to assess the potential coordination risks between the parents of a JV, the Amending Communiqué stipulates that the TCB will make its assessment particularly considering the following criteria;
– whether two or more of the transaction parties have significant activities in the same market as the JV or in a downstream, upstream, or closely related neighbouring market, and
– whether the coordination directly resulting from the establishment of the JV is likely to eliminate competition between the parent undertakings with respect to a significant part of the relevant products or services.
In addition, for this assessment, the updated version of the notification form requires the turnover of each parent in the markets where two or more of the transaction parties have activities in the same market as the JV or in a downstream, upstream, or closely related neighbouring market, along with the information on their market shares and the economic importance of the JV’s activities.
- The Revised Notification Form Simplifies the Required Information:
– For venture capital investment trusts and funds, risk capital companies, and individual participation investors, the information to be submitted is limited to matters directly relating to their activities in Türkiye. This exception would not be applicable for the target.
– While with the amendments introduced in 2022, the market share thresholds for “long form” filing had been removed, except for joint to sole control cases and for transactions without any affected markets, the Amending Communiqué re-introduced a market share threshold for long-form filing. Accordingly, long-form questions, which mainly require detailed information on the market dynamics, need to be responded the transactions resulting in an affected market and where (i) the combined market shares of the parties are above 15% for horizontal overlaps, and/or (ii) at least one party’s market share is above 20% in the case of vertical relationships.
– Sales figures and market shares of the parties, as well as the trade names and market shares of competitors with a market share exceeding 5 (five) percent in each affected market worldwide for the past three years, which had become mandatory with the amendments introduced in May 2022, are no longer required in the revised notification form.
- Date of Entry Into Force: The Amending Communiqué enters into force with its publication on 11 February 2026 and as of this date, the review processes concerning merger or acquisition transactions that are still under examination shall be terminated by the TCB’s decision to the extent that it is determined that they fall below the newly established turnover thresholds or fail to meet the other revised conditions.
Conclusion
The most significant changes introduced by the Amending Communiqué are the increase in turnover thresholds for mandatory merger control filings in Türkiye and the refinement of the approach to the technology undertakings exception following its introduction in 2022. These changes are expected to reduce the TCA’s merger control caseload, which has been gradually increasing in recent years.
Beyond these structural adjustments, the remaining amendments enhance legal certainty and predictability and bring the legislation closer to the TCA’s established practice. The simplification of the notification form, coupled with the reduction of information requirements for non-problematic transactions, is also likely to ease the administrative burden on notifying parties.
As the amendments apply not only to filings submitted after the date of publication but also to transactions currently under review, undertakings involved in ongoing or planned transactions should reassess their notification obligations in light of the revised framework. Overall, the more streamlined and practice‑aligned regime introduced by the Amending Communiqué is expected to have a meaningful impact on transaction planning and overall merger‑control strategy in Türkiye. Nevertheless, the forthcoming amendments to the TCA’s guidelines on the merger control regime are expected to provide further guidance.
