Amendments To The Communiqué On Mergers And Acquisitions Requiring The Authorisation Of The Competition Board

Material amendments have been introduced to the Communiqué on Mergers and Acquisitions Requiring the Authorisation of the Competition Board (Communiqué No. 2010/4) pursuant to Communiqué No. 2026/2, published in the Official Gazette dated 11 February 2026 and numbered 33165.
Communiqué No. 2026/2 introduces significant changes to certain definitions, the turnover thresholds triggering a filing obligation, and the substantive assessment criteria applicable to concentrations. The key amendments are summarised below.

1. Amendments to the Definitions of “Undertaking Concerned” and “Transaction Party”

Prior to the amendment, uncertainties frequently arose—particularly in partial acquisitions and asset transfers—as to which unit should be regarded as a “party” for the purposes of turnover calculation.

The revised framework adopts an approach based on the economic integrity of the acquired asset or participation. This enhances legal certainty by ensuring that the relevant economic unit to which the transferred business belongs is taken into account and that the economic entities forming part of the undertaking concerned are included among the transaction parties for turnover calculation purposes.

2. Amendments to Turnover Thresholds

The turnover thresholds triggering a mandatory filing with the Competition Board (the “Board”) have been increased.

Accordingly, a concentration will be subject to the Board’s approval where:
• The aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion (previously TRY 750 million) and the Turkish turnover of at least two of the transaction parties each exceeds TRY 1 billion (previously TRY 250 million); or

• In acquisitions, the Turkish turnover of the transferred assets or business, and in mergers, the Turkish turnover of at least one of the transaction parties, exceeds TRY 1 billion (previously TRY 250 million), and the worldwide turnover of at least one of the other transaction parties exceeds TRY 9 billion (previously TRY 3 billion).
For the purpose of calculating turnover in acquisitions involving the transfer of parts of a legal entity (whether incorporated or unincorporated), only the turnover attributable to the transferred business shall be taken into account in respect of the transferor.

3. New Rules Concerning Technology Undertakings

Following the 2022 amendment, the TRY 250 million turnover threshold had been removed for acquisitions of technology undertakings. Accordingly, where the target qualified as a “technology undertaking” and had any activity in Türkiye, the transaction was notifiable irrespective of turnover.
Communiqué No. 2026/2 narrows the scope of this regime by limiting the technology exemption to technology undertakings established in Türkiye.
Under the revised framework:
• Where the target is a technology undertaking established in Türkiye, the applicable Turkish turnover threshold for that undertaking remains TRY 250 million (instead of TRY 1 billion);

• Where the target qualifies as a technology undertaking but is not established in Türkiye, the general turnover thresholds apply.
Communiqué No. 2026/2 also expressly defines the categories of undertakings that qualify as “technology undertakings”. These include undertakings (or assets relating thereto) operating in the fields of digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies.

4. Notification Procedure, Review Process and Amendments to the Filing Form

4.1. Simplification of the Notification Form

Notifications shall henceforth be made using the form annexed to Communiqué No. 2026/2. The revised form introduces a degree of simplification in the information requirements.
In particular, where the combined market shares of the transaction parties in the affected markets are low, the obligation to provide detailed information regarding market structure, competitors and customers has been alleviated.
Furthermore, certain procedural facilitations have been introduced for acquisitions carried out by venture capital investment trusts, venture capital funds and private equity undertakings.

4.2. Amendments to the Substantive Review Framework

Following the 2020 amendment to Law No. 4054, the “Dominance Test” in merger control was replaced by the “Significant Impediment to Effective Competition” (“SIEC”) test. Communiqué No. 2026/2 consolidates the principles governing the application of this test.
Under the amended framework, the Board will assess, inter alia:
• The structure and level of concentration of the relevant market;
• Barriers to entry;
• Consumer welfare and efficiencies;
• The market power of the transaction parties.
In the context of joint ventures, as part of the coordination analysis, the Board will in particular examine:
• Whether two or more of the transaction parties have significant activities in the same market as the joint venture, or in upstream, downstream or closely related neighbouring markets; and
• Whether the coordination arising directly from the establishment of the joint venture is liable to eliminate competition between the parent undertakings in respect of a significant part of the relevant products or services.

5. Pending Transactions

Pursuant to the additional provision introduced by Communiqué No. 2026/2, where it is determined that a transaction currently under review does not meet the newly introduced turnover thresholds or other filing requirements, the ongoing review process shall be terminated by decision of the Board. No further action will be required from the parties in this regard.

6. Entry into Force

The amendments introduced by Communiqué No. 2026/2 entered into force on 11 February 2026, being the date of their publication in the Official Gazette.