Significant amendments have been introduced to the Communiqué No. 2010/4 on Mergers and Acquisitions Requiring Competition Board Clearance, as published in the Official Gazette dated 11/02/2026, through the Communiqué No. 2026/2 on Amendments prepared by the Competition Authority. The key aspects of these amendments are set out below.
The definitions of the relevant undertaking, transaction parties, and technology undertakings have been updated.
The concept of “related undertaking” has been clarified to encompass the acquiring party or the person/economic units subject to the merger or acquisition. In particular, the term “transaction party” has been elaborated to explicitly indicate the economic entities to which the relevant undertakings belong and the units subject to the transaction. Additionally, in the definition of technology undertakings, digital platforms have been explicitly mentioned and highlighted as a separate category.
Turnover thresholds for mergers and acquisitions requiring the merger clearance of the Board have been updated.
- With the changes to the turnover thresholds in mergers and acquisitions, it has become mandatory to obtain the Board’s merger clearance for a transaction to be legally valid if the following conditions are met: the total Turkish turnovers of the transaction parties, previously 750 million TRY, now reach 3 billion TRY; and the Turkish turnovers of at least two of the transaction parties, previously 250 million TRY each, now reach 1 billion TRY; or in acquisitions, the assets or operations subject to the transaction, and in mergers, the Turkish turnover of at least one of the transaction parties, previously 250 million TRY, now reach 1 billion TRY, and the global turnover of at least one of the other transaction parties, previously 3 billion TRY, now reaches 9 billion TRY.
- In merger transactions where at least one of the transaction parties is a technology undertaking established in Turkey, as well as in transactions involving the acquisition of such undertakings, the turnover thresholds set forth in subparagraphs (a) and (b) of the first paragraph, which were previously not applied to the transaction party subject to the transaction, are now applied at 250 million TRY.
Conceptual additions and amendments have been made to terms such as dominant position, competition, and undertaking.
A fourth paragraph has been added to Article 13 of the Communiqué, whereby the Board will now specifically consider the significant activities of the transaction parties in the markets or related markets in which joint ventures operate, as well as the likelihood that coordination may eliminate competition. The market structure, effective competition, and dominant position criteria set out in the previous first and second paragraphs have been retained.
Significant changes have been made to the Notification Form annexed to the Communiqué to simplify the notifications to be submitted to the Board.
- In Section (2) of the Notification Form, subparagraph (b), the phrase “if there is no affected market in Turkey” has been revised to: “for transactions involving an affected market, it will be mandatory to answer the long-form questions requesting detailed information on market dynamics if (i) in horizontal overlaps, the combined market shares of the parties exceed 15%, and/or (ii) in vertical overlaps, at least one of the parties’ market shares exceeds 20%.” A market share threshold has thus been introduced.
- Another addition to the content of the Notification Form has been made under subparagraph (3). According to this newly added subparagraph, the information to be submitted regarding transaction parties that are venture capital investment partnerships, venture capital investment funds, venture capital companies, or individual private equity investors is limited solely to matters directly related to their activities in Turkey, and the transaction party subject to the transaction is excluded from this scope.
It has been stated that the changes to the turnover thresholds and other conditions in the Communiqué will also apply to ongoing transactions. The amendments came into effect on the date of publication. The Amendment Communiqué can be accessed via this link.
Best Regards,
Balay, Eryiğit & Erten
