You will be redirected to the website of our parent company, Schönherr Rechtsanwälte GmbH: www.schoenherr.eu
Communiqué No. 2026/2 Amending Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Authority (the "Amendment Communiqué") was published in the Official Gazette on 11 February 2026 and entered into force on the same date, amending Communiqué No. 2010/4 (the "Merger Communiqué"). The Amendment Communiqué significantly increases the turnover thresholds triggering a mandatory filing while preserving a lower notification threshold for acquisitions involving technology undertakings established in Türkiye. It also clarifies the turnover calculation in asset transfers, revises the determination of the filing date and introduces a rule affecting ongoing notifications.
Overall, the Merger Communiqué, as amended by the Amendment Communiqué, narrows the scope of transactions subject to merger control review, while maintaining a lower notification threshold for certain acquisitions involving technology undertakings established in Türkiye.
Increased turnover thresholds
The Amendment Communiqué increases the turnover thresholds set out under the Merger Communiqué, while preserving a specific regime for technology undertakings. Under the previous framework, certain acquisitions of technology undertakings could trigger a filing without a Turkish turnover requirement for the target, where the target had activities, R&D operations or users in Türkiye. The Amendment Communiqué limits this regime to technology undertakings established in Türkiye and applies a Turkish turnover threshold of TRY 250m for the target.
Accordingly, many conventional transactions will fall outside the notification requirement, whereas acquisitions of locally established technology undertakings will remain within scope. The revised thresholds are set out below:
Aggregate Turkish turnover of transaction parties
Turkish turnover of at least two parties
Target / one of the transaction parties’ Turkish turnovers
Other party worldwide turnover
Technology undertaking exception
Despite the overall increase in turnover thresholds, the Amendment Communiqué preserves a lower notification threshold for transactions involving technology undertakings established in Türkiye.
Turnover calculation in partial asset transfers
The Amendment Communiqué clarifies that in acquisitions involving the transfer of part of a legal entity, only the turnover attributable to the transferred business will be taken into account for the seller and the seller's remaining activities will be excluded from the turnover calculation.
Revised definitions
The Amendment Communiqué revises certain definitions to clarify which undertakings must be taken into account and to specify sector-specific concepts relevant for merger control assessments. In acquisition transactions, the acquirer and the transferred economic unit are considered as the undertakings concerned (ilgili teşebbüs).
The notion of transaction party (işlem tarafı) now explicitly includes the economic entities forming part of the same economic unit as the acquirer, while for the transferred undertaking the assessment covers the entity itself together with the economic units it controls.
The Amendment Communiqué clarifies the definition of technology undertakings (teknoloji teşebbüsleri), covering undertakings or assets operating in the fields of digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies.
Transitional rule for pending notifications
The Amendment Communiqué introduces a transition mechanism for transactions that are already under review. Where the turnover thresholds or other filing conditions are amended, ongoing merger or acquisition proceedings that no longer meet the revised thresholds or conditions may be terminated by a decision of the Turkish Competition Board as of the Amendment Communiqué's entry into force.
Pending filings that fall below the new thresholds may, subject to a Turkish Competition Board decision, be closed without a substantive review. Transaction parties with ongoing notifications should therefore reassess their filing status and consider whether the review process may be discontinued.
Determination of the notification date
The Amendment Communiqué clarifies the date on which a filing is deemed to be completed. The review period will now start on the day following the date on which the notification reaches the Turkish Competition Authority. Where an opinion from another public authority is required, the period starts on the day following the date such opinion is recorded by the Authority.
Substantive assessment criteria
The Amendment Communiqué clarifies the Turkish Competition Authority's approach to coordination risks arising from joint ventures between the parent undertakings. The Turkish Competition Board will consider whether the parents are active in the same market as the joint venture, or in vertically or closely related markets, and whether the joint venture is likely to reduce competition between them for a significant part of the relevant products or services.
The Amendment Communiqué is expected to narrow the scope of transactions subject to merger control review in Türkiye by increasing the turnover thresholds, while maintaining a lower turnover threshold for transactions involving technology undertakings established in Türkiye.
The new framework also affects pending filings and clarifies several procedural aspects of the review process. Undertakings planning transactions should therefore reassess notification requirements and transaction timelines under the revised regime.
Author: Damla Aydogan
Damla
Aydoğan
Associate
türkiye