The Communiqué on Amendments (Communiqué No. 2026/2) to the Communiqué on Mergers and Acquisitions Requiring Approval from the Competition Authority (Communiqué No. 2010/4) entered into force upon its publication in the Official Gazette dated 11.02.2026 and numbered 33165.
- The definitions of “relevant undertaking” and “transaction party,” which were considered to cause confusion in practice, have been clarified. Following the amendment, the definitions are as follows:
- Relevant/related undertaking: In merger transactions, the merging parties; in acquisition transactions, the acquiring party and the persons or economic units subject to the transfer.
- Transaction party: In merger transactions, it is the merging entity; in acquisition transactions, it is the acquiring entity; in the case of the economic entities involved in the transaction, it is the relevant undertaking itself and the economic units it controls.
- The turnover thresholds specified for reportable transactions have been updated. With this update, transactions must be reported if:
- The total turnover of the parties to the transaction in Türkiye exceeds three billion TL, and the turnover of at least two of the parties to the transaction in Turkey separately exceeds one billion TL.
- In acquisition transactions, the assets or activities subject to the transfer, or in merger transactions, the turnover of at least one of the parties to the transaction in Türkiye must exceed one billion TL, and the global turnover of at least one of the other parties to the transaction must exceed nine billion TL. In such cases, permission from the Competition Board is required for the transaction to be legally valid.
- Changes have been made to the exemption introduced in 2022 for technology undertakings.
- While the previous regulation stipulated that technology undertakings must be “operating in the Turkish geographical market, engaged in R&D activities, or providing services to users in Türkiye,” the amendment stipulates that technology undertakings must be “based in Türkiye.”
- The previous regulation stipulated that no threshold would be applied to transactions involving technology undertakings meeting the relevant criteria. The amendment stipulates that the one billion TL thresholds set for other transactions will apply as 250 million TL for technology undertakings meeting the relevant criteria.
- Where it is necessary to obtain an opinion from a public institution or organization in accordance with the legislation, the phrase “upon its transfer” in the regulation stipulating that the time limits shall commence upon the transfer of the said opinion to the records of the Board has been replaced with “on the day following the date of its transfer.”
- The following paragraph, added as the fourth paragraph to Article 13 of the Communiqué, provides detailed regulations regarding the assessment of joint ventures:
“When conducting the assessment referred to in the third paragraph, the Board shall particularly consider whether two or more parties to the transaction have significant activities in the same market as the joint venture or in a submarket, supermarket, or closely related neighboring market where the joint venture operates; whether the coordination resulting directly from the establishment of the joint venture is likely to eliminate competition between the main undertakings in respect of a substantial part of the products or services in question.”
- Various changes have also been made to the notification form used in merger and acquisition notifications, which is attached to the Communiqué. As a result of these changes:
- Previously, if there was no affected market in Türkiye, certain information in the notification form was not mandatory to fill out. The amendments simplify the notification form by removing the requirement to complete certain sections if “in any affected market in Türkiye, the market shares of the parties to the transaction are below fifteen percent for horizontal relationships, or below twenty percent for one of the parties to the transaction in the case of vertical relationships.”
- An additional explanation added to the notification form provides an exception for “transaction parties that are venture capital investment partnerships, venture capital investment funds, venture capital companies, or individual participating investors, excluding the transaction party subject to the transaction,” stipulating that for certain sections of the notification form, it is sufficient to provide only the information specific to Türkiye, rather than both global and Türkiye-specific information.
- For ongoing transactions, the additional provision introduced stipulates that processes currently under review that do not meet the newly defined turnover thresholds or other necessary conditions for notification shall be terminated by a decision of the Board.
When the changes made are evaluated:
- The changes to the definitions have created clarity for enterprises in terms of the notifications to be made.
- The changes made regarding technology enterprises have narrowed the scope by introducing the requirement to be “based in Türkiye”. However, the requirement for turnover thresholds previously sought in other transactions has been removed, thereby introducing a turnover threshold for transactions related to technology undertakings. Thus, the scope of notifications related to technology undertakings has been narrowed, and the number of notifications made is expected to decrease.
- Simplifications made to the notification form have made the notification process more effective for enterprises.
- For ongoing evaluation processes, an additional article has been added stipulating that if the required qualifications are not met, the relevant evaluations will be terminated by a Board decision. This aims to ensure procedural economy and prevent disruptions in the merger/acquisition processes of enterprises.
The Communique on Amendments to the Communique on Mergers and Acquisitions Requiring Approval from the Competition Authority (Communique No. 2010/4), published in the Official Gazette dated 11.02.2026, No. 33165 (Communique No. 2026/2), can be accessed via the following link.
https://www.resmigazete.gov.tr/eskiler/2026/02/20260211-5.htm
This Legal Alert has been prepared for general information purposes only on current legal issues, and the evaluations contained in this Legal Alert do not constitute legal advice or a legal opinion. It is not possible to impose any liability on SRP-Legal Law Office due to the content of this Legal Alert. It is recommended to obtain the opinion of a legal advisor regarding your questions and enquires within the scope of this Legal Alert.
