With the Communiqué Amending the Communiqué Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board (Communiqué No. 2010/4) (“Communiqué No. 2026/2” or the “New Communiqué”), published in the Official Gazette on February 11, 2026, the key definitions and turnover thresholds that play a critical role in determining transactions subject to the Turkish Competition Board’s (“Board”) authorization have been updated. The New Communiqué also introduces provisions that directly affect practice in relation to the assessment of joint ventures, notification procedures, and transactions pending review.
The most significant change is the increase in the turnover thresholds applicable to notifiable transactions. Accordingly, Board authorization will be required for a transaction to become legally effective if (i) the parties’ aggregate turnover in Türkiye exceeds TRY 3 billion and the turnover in Türkiye of at least two parties each exceeds TRY 1 billion; or (ii) the turnover in Türkiye exceeds TRY 1 billion for (a) the target business in an acquisition, or (b) at least one of the parties in a merger, and the worldwide turnover of at least one of the other parties exceeds TRY 9 billion.
To eliminate uncertainty in practice regarding the scope of the “parties,” the New Communiqué has revised the definition of “transaction party.” In defining “transaction party,” it expressly adopts the economic unit approach for the acquirer/merging party and, as regards the “target undertaking” concerned, defines the relevant party to include the target itself together with the economic entities it controls.
Under the new regime, the application of the technology undertaking exemption has been limited to technology undertakings established in Türkiye, and it is stipulated that, in transactions involving such undertakings, a single-party turnover threshold of TRY 250 million in Türkiye will apply.
As regards joint ventures, an amendment to the Communiqué’s assessment provision more clearly sets out the parameters for examining the risk of coordination between parent undertakings. In this context, the Board will, in particular, consider factors such as whether the parent undertakings have material activities in the same market as the joint venture or in vertically related/adjacent markets, and the likelihood that the coordination arising from the establishment of the joint venture may eliminate competition.
The Turkish Competition Authority has also announced that the update is not limited to the amendments to the Communiqué. In particular, the Notification Form has been simplified, certain information requirements will no longer apply where market shares are low in affected markets, and facilitative measures have been introduced regarding completion of the form for transactions involving undertakings such as venture capital investment companies, venture capital investment funds, or private equity (risk capital) firms.
Finally, given the changes to the turnover thresholds and notification conditions, the New Communiqué expressly provides that, as of its entry into force, reviews of transactions that are still pending may be terminated by a Board decision where it is determined that the transaction falls below the revised thresholds or does not satisfy the other notification requirements.
(Turkish Competition Authority – 11.02.2026)
NAZALI TAX & LEGAL