New Merger Control Regulation From The Turkish Competition Board: Increased Turnover Thresholds And Special Regulation For Technology Undertakings

With the Communiqué Amending the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No: 2010/4) (Communiqué No: 2026/2) (“New Communiqué”) published in the Official Gazette dated 11 February 2026 and numbered 33165, significant amendments were made by the Turkish Competition Authority to the former Communiqué No: 2010/4 published in the Official Gazette dated 7 October 2010 and numbered 27722.

In addition to formal amendments that are not expected to cause substantial changes in practice, the New Communiqué increases the turnover thresholds required for obtaining approval in merger and acquisition transactions and introduces special regulations for technology undertakings. The amendments entered into force on the date of publication. The substantial amendments introduced by the New Communiqué are summarised below:

1. Increase in Turnover Thresholds

The main amendment introduced by the New Communiqué is the increase of the turnover thresholds triggering the Competition Board approval. In this context, the thresholds stipulated in the former regulation have been increased by three to four times and are determined as follows:

• The aggregate turnover of the transaction parties in Türkiye exceeds TRY three billion (approx. EUR 67,099,083^[1], approx. USD 75,987,842^[2]) and the Turkish turnovers of at least two of the transaction parties each exceed TRY one billion , or
• In acquisition transactions, the Turkish turnover of the assets or activities subject to the transfer, and in merger transactions, the Turkish turnover of at least one of the transaction parties exceeds TRY one billion (approx. EUR 22,366,361, approx. USD 25,329,280) and the worldwide turnover of at least one of the other transaction parties exceeds TRY nine billion (approx. EUR 201,297,489, approx. USD 227,963,526).

2. Specific Thresholds for Technology Undertakings

According to the new regulation, in merger transactions where at least one of the transaction parties is a technology undertaking in Türkiye and in transactions concerning the acquisition of such undertakings, the TRY one billion  thresholds shall be applied as TRY two hundred fifty million (approx. EUR 5,591,590, approx. USD 6,332,320) with respect to the transaction party subject to the transfer.

3. Transitional Period

Provisional Article 1 introduced by the New Communiqué provides a regulation regarding the transitional period for the change in turnover thresholds. Accordingly, it is regulated that in case of changes to the turnover thresholds or other conditions, the ongoing examination processes shall be terminated by the Competition Board decision for merger or acquisition transactions whose examination is ongoing as of the date of entry into force of such amendment and which fall below the newly determined turnover thresholds or are found not to meet other conditions.

In this framework, with the new turnover thresholds entered into force on 11 February 2026, the examination of transactions currently under review that fall below the new thresholds will be terminated by the Competition Board decision.

4. Conclusion

It is considered that the increase in turnover thresholds will enable the Competition Board to direct its examination capacity towards large-scale transactions that may raise serious competition concerns. As a result of this amendment, many medium and small-scale transactions will be exempt from the notification obligation.

The lower thresholds stipulated for technology undertakings indicate that the objective of closely monitoring concentrations in digital markets is maintained. In this context, transactions involving undertakings operating in digital platforms, software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies will continue to be subject to the Competition Board supervision with lower thresholds.

In this framework, it is important for undertakings to take into account the new turnover thresholds and the special regulation regarding technology undertakings in their planned merger and acquisition transactions. In particular, companies operating in the technology sector, or planning to acquire undertakings in this sector, should carefully assess whether notification obligations to the Competition Authority arise due to the new thresholds.

You can access the New Communiqué published in the Official Gazette here.

[1] TRY equivalents of EUR amounts are calculated at the average buying exchange rate of the Central Bank of the Republic of Türkiye announced for the year 2025 financial year (EUR 1 = TRY 44.71).

[2] TRY equivalents of USD amounts are calculated at the average buying exchange rate of the Central Bank of the Republic of Türkiye announced for the year 2025 financial year (USD 1 = TRY 39.48).