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TURKISH COMPETITION LAW: IMPORTANT AMENDMENTS IN MERGER AND ACQUISITION LEGISLATION

 

– Communiqué on the Amendment to the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No: 2010/4) (Communiqué No: 2026/2) -

 

The Communiqué on the Amendment to the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No: 2010/4) (Communiqué No: 2026/2) (the “Amendment Communiqué”), prepared by the Turkish Competition Authority, was published in the Official Gazette dated 11 February 2026 and numbered 33165.

The Amendment Communiqué introduces significant changes to the Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board (the “Communiqué”), particularly with respect to the Notification Form and the guidelines prepared for the purpose of explaining the Communiqué.

 

1) Amendments to the Definitions

With the Amendment Communiqué, certain definitions set out in Article 4 of the Communiqué have been revised:

  • The definition of “undertaking concerned” has been restructured to cover the merging parties in merger transactions and, in acquisition transactions, the acquirer and the persons or economic units subject to the transfer.
  • The definition of “transaction party” has been elaborated in order to eliminate uncertainties encountered in practice, particularly with respect to the undertaking subject to the transfer. Accordingly, the term has been clarified to include, in mergers, the economic entities to which the merging undertakings belong, and in acquisitions, the acquiring economic entity as well as the undertaking subject to the transfer and the economic units it controls.
  • The definition of “technology undertakings” has been expanded to explicitly include undertakings operating in, or assets related to, digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agrochemicals, and health technologies.

 

2) Amendments to the Thresholds

The turnover thresholds applicable to notifiable transactions have been significantly updated.

The approval of the Competition Board (the “Board”) will be mandatory for the following mergers or acquisitions:

  • Where the aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion and the Turkish turnover of at least two of the transaction parties each exceeds TRY 1 billion; or
  • In acquisition transactions, where the Turkish turnover of the transferred assets or business; and in merger transactions, where the Turkish turnover of at least one of the transaction parties exceeds TRY 1 billion, and the worldwide turnover of at least one of the other transaction parties exceeds TRY 9 billion.

In addition, it has been expressly stipulated that, in the calculation of turnover, only the turnover of the transferred part shall be taken into account for the transferring party, regardless of whether the transferred part has a separate legal personality.

 

3) Amendments to the Notification Form

The recent update introduces significant simplification to the Notification Form. In this context:

  • Certain information previously requested from the parties has been completely removed;
  • Where the aggregate market shares in the affected markets are low, the obligation to submit certain information and documents has been abolished;
  • Facilitating provisions have been introduced regarding the completion of the Notification Form for acquisitions carried out by venture capital investment trusts, venture capital investment funds, or private equity companies.

In addition, a technical amendment has been made concerning the date of notification, stipulating that the relevant time period shall commence on the day following the date on which the notification is received and recorded by the Authority.

 

4) Amendments Regarding the Analysis of Coordination in Joint Ventures

Article 13 of the Communiqué has been revised to clarify the framework for assessing the risk of coordination between parent undertakings, particularly in the case of full-function joint ventures. Accordingly, the Board will specifically take into account:

  • Whether the parent undertakings have significant activities in the same market as the joint venture or in downstream, upstream, or closely related neighboring markets; and
  • Whether any coordination that may arise as a result of the establishment of the joint venture is likely to significantly eliminate competition between the parent undertakings.

Furthermore, it has been explicitly stipulated that joint ventures performing, on a lasting basis, all the functions of an autonomous economic entity shall also be assessed within the framework of Articles 4 and 5 of Law No. 4054.

 

5) Amendments Regarding the “Technology Undertaking Exception”

The scope of the technology undertaking exception has been narrowed and limited to “technology undertakings established in Turkey.”

In merger transactions where at least one of the transaction parties is a technology undertaking established in Turkey, as well as in acquisition transactions involving such undertakings, the individual threshold of TRY 1 billion applicable to the transferred transaction party will be applied as TRY 250 million.

With this regulation, while the Board’s review is maintained for transactions involving the acquisition of technology undertakings operating and established in Turkey, the scope of the exception has been placed within a clearer and more defined framework.

 

6) Regulation Concerning Ongoing Transactions

An important transitional provision has been introduced through Provisional Article 1 added to the Communiqué. Accordingly, in the event that the turnover thresholds or other conditions are amended, for transactions that are under review as of the date the amendment enters into force, the review proceedings shall be terminated by a Board decision if it is determined that such transactions fall below the new thresholds or no longer meet the amended conditions.

The Amendment Communiqué entered into force on the date of its publication in the Official Gazette.

 

You may access the full text of the Amendment Communiqué here.


You may access the Competition Authority’s public announcement on the matter here.

 

Kind regards,

Zumbul Attorneys-at-Law

info@zumbul.av.tr

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