THE COMMUNIQUÉ AMENDING THE COMMUNIQUÉ ON MERGERS AND ACQUISITIONS REQUIRING APPROVAL FROM THE COMPETITION BOARD (COMMUNIQUÉ NO: 2010/4) HAS COME INTO EFFECT.

I. General Framework

The Communiqué Amending the Communiqué on Mergers and Acquisitions Requiring Permission from the Competition Board (Communiqué No: 2026/2), published in the Official Gazette on February 11, 2026, and effective from that date, has substantially revised the definitions, turnover thresholds, notification and review procedures, and evaluation criteria pertaining to merger and acquisition transactions.

The primary objectives of the changes can be summarized as follows: to enhance the supervision of transactions involving technology startups, to bring transactions that, while not achieving high turnover, hold strategic significance in terms of competition under the Board's oversight, and to elucidate issues that create ambiguity in practice.

II. Revisions to the Definition Provisions (Article 1)

Several key definitions in Article 4 of the Communiqué have been revised:

• The definition of "related undertaking" in acquisition transactions has been broadened to encompass not only the acquiring party but also the individuals or economic entities involved in the acquisition.
• The definition of "transaction party" has been amended to encompass not only individual undertakings but also the economic entities of which they are a component.
• The term "technology enterprises" is distinctly defined; it encompasses enterprises or entities engaged in digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals, and health technologies.

These modifications elucidate the practice, especially concerning which turnover and which undertaking should be regarded in group structures and asset transfer transactions.

III. Amendments to Turnover Thresholds and the Regime Pertaining to Technology Enterprises (Article 2)

Article 7 of the Communiqué has undergone a comprehensive revision, resulting in an increase in the turnover thresholds that activate the notification obligation.

1)General Thresholds:

Permission from the Competition Board is required if any of the following conditions apply:

• The total turnover of the parties in Turkey surpasses 3 billion TL, with at least two parties reporting individual turnovers in Turkey exceeding 1 billion TL, or • At least one party has a turnover in Turkey exceeding 1 billion TL, while at least one of the other parties has a global turnover exceeding 9 billion TL.

2)Exceptional Threshold in Technology Ventures:

If at least one of the parties involved in the transaction is a technology enterprise established in Turkey, the threshold of 1 billion TL turnover in Türkiye for the relevant transaction party will be adjusted to 250 million TL.

This regulation seeks to impose Board oversight on acquisitions, especially those aimed at start-ups, fintech companies, and digital platforms, at an earlier stage, considering their significant growth potential.

VI. Clarification on Turnover Calculation (Article 3)

In acquisition transactions, it is clearly stated that only the revenue from the transferred portion will be taken into account, irrespective of the legal status of the entity. This regulation addresses the ambiguities often faced in practice during partial asset or business transfer transactions.

V. Amendments Concerning the Notification Date (Article 4)

The amendment to Article 11 of the Communiqué clarifies that the time limits, concerning the date of notification, will commence from the day following the receipt of the notification by the Board. This amendment seeks to establish consistency in the calculation of procedural time limits.

VI. Evaluation Criteria and Suspension Regime (Article 5) Article 13 of the Communiqué has been amended as follows:

The parameters for competition to be considered in merger and acquisition reviews have been outlined in detail.

It was clearly stated that transactions leading to the establishment of a dominant position or a substantial decrease in effective competition would not be allowed.

It has been established that fully operational joint ventures will be assessed within the context of both the merger and acquisition framework and Articles 4 and 5 of Law No. 4054.

The regulations mandate that the Board must explicitly inform the parties of the suspension obligation (inability to execute the process) concerning the procedures it has undertaken under final review, and may impose conditions and obligations on its authorization decisions.

VII. Transitional Provision Concerning Ongoing Investigations (Additional Article 1)

With the introduction of Additional Article 1, it is specified that should the turnover thresholds or other conditions be altered, the investigation processes for transactions falling below the new thresholds in ongoing investigations as of the effective date may be concluded by a decision of the Board.

This provision is significant for procedural efficiency and legal predictability.

Circular No: 2026/2 came into effect on the date of its publication. Consequently, mergers and acquisitions that are planned or currently underway as of February 11, 2026, must adhere to the new thresholds and regulations.