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A New Era in the Turkish Merger Control Regime: Turnover Thresholds, Technology Undertakings and Assessment Criteria Reshaped as of 2026

Significant amendments have been introduced to the Communiqué on Mergers and Acquisitions Requiring the Approval 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.

The amendments encompass the revision of turnover thresholds applicable to mergers and acquisitions, the clarification of certain definitions, the restructuring of the special threshold regime applicable to technology undertakings, the further articulation of the assessment framework for joint ventures, and the simplification of procedural rules governing merger notifications.

The amendments entered into force on 11 February 2026, the date of their publication in the Official Gazette.

1. Revision of Turnover Thresholds

The turnover thresholds applicable to notifiable mergers and acquisitions have been significantly increased.

(a) Thresholds Based on Turkish Turnover

A transaction shall be subject to the approval of the Competition Board 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 individually exceeds TRY 1 billion.

(b) Thresholds Based on Turkish and Worldwide Turnover

Alternatively, a transaction shall be subject to approval where:

• In acquisition transactions, the Turkish turnover of the transferred assets or business; or in merger transactions, 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.

The previous thresholds of TRY 250 million, TRY 750 million and TRY 3 billion have therefore been substantially increased. Where any of the above thresholds are met, the transaction must obtain the approval of the Competition Board in order to acquire legal validity.

2. Special Regime Applicable to Technology Undertakings

The amendments also restructure the special turnover regime applicable to technology undertakings.

Accordingly, in merger transactions where at least one of the transaction parties qualifies as a technology undertaking established in Türkiye, and in acquisitions involving such undertakings, the TRY 1 billion Turkish turnover threshold applicable to the target undertaking shall instead be applied as TRY 250 million.

The definition of “technology undertaking” has also been updated. The term now encompasses undertakings or assets operating in the fields of digital platforms, software and gaming software, financial technologies (fintech), biotechnology, pharmacology, agrochemicals and health technologies.

3. Clarification of Definitions

The definitions of “concerned undertaking” and “transaction party” set forth under Article 4 of the Communiqué have been revised.

• The definition of “concerned undertaking” has been amended to explicitly include, in acquisition transactions, the transferred persons or economic units.
• The definition of “transaction party” has been detailed to include the economic entities forming part of the acquiring concerned undertakings and, with respect to the transferred undertaking, the undertaking itself together with the economic units it controls.

These amendments reflect the established practice of the Competition Authority regarding the concepts of economic unity and control and expressly incorporate such approach into the text of the Communiqué.

4. Assessment of Joint Ventures

Amendments to Article 13 of the Communiqué further clarify the analytical framework applicable to joint ventures.

Under the revised provision, the Competition Board shall, in particular, take into account:

• Whether two or more transaction parties have significant activities in the same market as the joint venture or in vertically related or closely neighbouring markets; and
• Whether the establishment of the joint venture is likely, as a direct consequence, to give rise to coordination between the parent undertakings that may eliminate competition in respect of a significant portion of the relevant products or services.

Accordingly, the assessment criteria relating to coordination risks in joint venture transactions have now been expressly codified in the Communiqué.

5. Procedural Amendments to the Notification Process

Simplification of the Notification Form

The Notification Form has been simplified. Certain information requirements have been removed, and where the parties’ combined market shares in affected markets remain below specified levels, the submission of detailed information is no longer required.

Furthermore, specific procedural facilitation has been introduced for venture capital investment trusts, venture capital funds, private equity undertakings and angel investors, limiting certain disclosure obligations.

Review Periods

The commencement of the Competition Board’s review period has been expressly clarified as the day following the date on which the notification is formally received by the Authority.

6. Transitional Provision for Pending Transactions

Pursuant to newly introduced Provisional Article 1, where transactions under review at the time of entry into force no longer meet the revised turnover thresholds or other applicable conditions, the ongoing review process shall be terminated by decision of the Competition Board.

Conclusion and Assessment

The amendments entering into force in 2026 constitute a comprehensive update to the Turkish merger control regime. The increase of turnover thresholds, the redefinition of the special regime applicable to technology undertakings, the express codification of coordination analysis in joint ventures, and the simplification of notification procedures directly affect both the scope and functioning of the merger control system.

While the increased thresholds redefine the scope of transactions subject to mandatory notification, the continued application of lower thresholds for certain technology undertakings reflects a more attentive approach in specific sectors. The clarification of coordination analysis in joint ventures further enhances legal certainty by systematically embedding assessment criteria within the text of the Communiqué.

In this context, planned or ongoing mergers and acquisitions should be carefully assessed in light of the revised turnover thresholds, transaction party definitions and transaction structures. The new framework may require a reassessment of transaction planning and notification strategies on a case-by-case basis.

For further information, please contact:

Av. Sibel ÖZTÜRK, LL.M
 Partner
[email protected]