Communiqué Amending the Communiqué on Mergers and Acquisitions Requiring Approval from the Competition Board (Communiqué No: 2010/4) (Communiqué No: 2026/2)
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This Turkish regulation updates the 2010/4 Communiqué on merger control thresholds and definitions. It introduces a significantly lower turnover threshold of 250 million TL (instead of 1 billion TL) for transactions involving technology undertakings in Turkey. Technology undertakings now explicitly include digital platforms, software and game software, fintech, biotechnology, pharmacology, agricultural chemicals, and health technologies. The general merger notification thresholds remain 3 billion TL combined Turkey turnover with at least two parties exceeding 1 billion TL each, or alternative tests involving 1 billion TL Turkey and 9 billion TL worldwide turnover. The amendment also updates definitions of 'relevant undertaking' and 'transaction party', revises evaluation criteria for mergers, clarifies rules on ancillary restraints, and adds a transitional provision to terminate ongoing investigations when thresholds are lowered.
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Key Changes
- Technology undertakings (digital platforms, software/games, fintech, biotech, pharma, agchem, health tech) now subject to reduced Turkey turnover threshold of 250 million TL instead of 1 billion TL
- General notification threshold remains: combined Turkey turnover > 3 billion TL AND at least two parties > 1 billion TL Turkey each
- Alternative test: target or one party > 1 billion TL Turkey turnover AND another party > 9 billion TL worldwide turnover
+ 3 more changes with Pro
Obligations
What this law requires
Obtain approval from the Competition Board (Rekabet Kurulu) before a merger or acquisition becomes legally valid if combined Turkey turnover of transaction parties exceeds 3 billion TL and at least two parties each have Turkey turnover exceeding 1 billion TL
Obtain approval from the Competition Board before a merger or acquisition becomes legally valid if one party's Turkey turnover exceeds 1 billion TL and another party's worldwide turnover exceeds 9 billion TL
Apply the lower threshold of 250 million TL (instead of 1 billion TL) for technology undertakings in Turkey when evaluating merger notification requirements
Notify the Competition Board in writing when initiating formal examination of a merger or acquisition, including notification that the transaction is suspended and cannot be implemented until final decision
Calculate Turkey turnover of asset or business divisions being transferred in acquisitions using only the turnover of the transferred portion, not the entire transferring party