Significant Amendments Introduced to the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board
With the publication of Communiqué No. 2026/2 in the Official Gazette dated 11 February 2026 and numbered 33165, significant amendments were introduced to the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No. 2010/4).
Redefinition of Transaction Parties
Through the new Communiqué, the definition of transaction parties has been revised. Previously, transaction parties were defined as the merging undertaking in merger transactions and the acquiring undertaking in acquisition transactions. With the new Communiqué, the concept of transaction parties has been addressed in a more comprehensive manner.
Accordingly, in merger transactions, the economic entities to which the merging undertakings belong, and in acquisition transactions, the economic entities to which the acquirers belong will be considered as transaction parties. For the relevant undertaking subject to the transfer, the undertaking itself and the economic units it controls will be evaluated within the scope of the transaction party.
Turnover Thresholds Updated
The threshold values set forth under Article 7, titled “Notifiable Mergers and Acquisitions,” have been significantly increased. Accordingly, a transaction will be subject to the approval of the Competition Board where,
- under Article 7(a), the aggregate Turkish turnover of the transaction parties exceeds 3 billion Turkish liras and the Turkish turnover of at least two of the transaction parties separately exceeds 1 billion Turkish liras;
- under Article 7(b), in acquisition transactions, the Turkish turnover of the transferred asset or activity, or in the case of mergers, the Turkish turnover of at least one of the transaction parties exceeds 1 billion Turkish liras, and the worldwide turnover of at least one other transaction party exceeds 9 billion Turkish liras.
The Communiqué further provides that, in case of partial acquisitions, only the turnover attributable to the transferred part shall be taken into account with respect to the transferring party.
Threshold Regime for Technology Undertakings Amended
The Communiqué also introduced a specific regulation with respect to technology undertakings. While previously, transactions involving the acquisition of technology undertakings were subject to the notification obligation without any turnover threshold, such transactions are now subject to a monetary threshold for the first time with the new Communiqué.
Accordingly, in mergers and acquisitions where at least one of the transaction parties is a technology undertaking established in Türkiye, a turnover threshold of 250 million Turkish liras will apply with respect to the transferred undertaking.
Entry Into Force and Transitional Provisions
The Communiqué entered into force as of the date of its publication. In addition, the notification form regarding merger and acquisition transactions in the annex of to the Communiqué has also been updated and republished.
On the other hand, the Board may decide to terminate the review process for pending merger and acquisition transactions that are no longer meet the new turnover thresholds.