With the “Amending Communiqué” No. 2026/2, prepared by the Turkish Competition Authority, significant amendments have been introduced to the Communiqué No. 2010/4 on Mergers and Acquisitions Subject to the Authorisation of the Competition Board (“Communique”), as published in the Official Gazette dated 12/02/2026. The key points of these amendments, in terms of both theory and practice, are set out below.
The first novelty introduced by the Amending Communiqué concerns Article 4 of the Communiqué, titled “Definitions”.
- In sub-paragraph (a) of the said article, while defining the term “relevant undertaking” in acquisition transactions, the definition previously referred to “the acquirer or the persons or economic units subject to acquisition in acquisition transactions”. This definition has been amended to read “the acquirer and the persons or economic units subject to acquisition in acquisition transactions”.
- In sub-paragraph (b) of the same article, the term “transaction party” was previously defined in a plain manner as “the undertaking that is a party to a merger or acquisition”. With the amendment, the scope of this definition has been expanded as follows: “the economic entities in which the merging entities are located in merger transactions and the acquiring entities are located in acquisition transactions; for the relevant undertaking subject to the transfer, itself and the economic units it controls”.
- Sub-paragraph (e) has been added to the same article, introducing, for technology undertakings, the following definition: “undertakings operating in the fields of digital platforms, software and game software, financial technologies, biotechnology, pharmacology, agricultural chemicals, and health technologies, or the assets relating thereto”.
Another amendment introduced by the Amending Communiqué concerns the turnover thresholds set out under Article 7 of the Communiqué for notifiable transactions, which have been updated. Accordingly, authorisation from the Competition Board will be required for a transaction 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 acquisition transactions, the assets or activities subject to the transaction, or in merger transactions, at least one of the parties to the transaction has a turnover of TRY 1 billion in Turkey and at least one of the other parties to the transaction has a global turnover of TRY 9 billion.
With the amendment to Paragraph 2 of Article 7 of the Communiqué, the turnover threshold for acquisitions and mergers by technology enterprises established in Turkey will be applied as 250 million TL in terms of Turkey turnover for the assets subject to the acquisition in acquisition transactions and for at least one of the parties and at least two of the transaction parties in merger transactions.
With the amendment made to Article 8 of the Amending Communiqué, the provision stating that, “in the event that parts of the transaction parties with or without legal personality are transferred in merger and acquisition transactions, only the turnover of the transferred part shall be taken as the basis for the transferring party”, has been amended and made specific to acquisitions as follows: “in the event that parts with or without legal personality are transferred within the scope of acquisition transactions, only the turnover of the transferred part shall be taken as the basis for the transferring party.”
The title of Article 11 of the same Communiqué, previously “Effective date of the notification”, has been amended to “Date of the occurrence of the notification”, and the phrase “upon its transfer” in the second paragraph of the same article has been amended to “from the day following the date on which it was transferred”.
One of the significant amendments made to the Communiqué concerns Article 13.
- With the amendment made to paragraph (3) of the relevant article, the wording “parent undertakings” has been inserted at the beginning of the following provision: “the establishment of a joint venture which has the object or effect of restricting competition between undertakings and which will permanently perform all functions of an autonomous economic entity is also assessed within the framework of Articles 4 and 5 of the Law.”
- In addition, in connection with this provision, the following has been added to the Communiqué as paragraph (4): “when conducting the assessment referred to in the third paragraph, the Board shall particularly consider whether two or more transaction parties have significant activities in the same market as the joint venture, or in upstream, downstream, or closely related neighboring markets to the market in which the joint venture operates; and whether the coordination resulting directly from the establishment of the joint venture is likely to eliminate competition between the parent undertakings in respect of a significant part of the relevant products or services.”
The Amending Communiqué shall enter into force on the date of its publication.
The Amending Communiqué can be accessed here.
Best Regards,
Balay, Eryiğit & Erten
