Turkey Amends M&A Notification Thresholds
Turkey's Competition Authority has amended its Communiqué on Mergers and Acquisitions, introducing new turnover thresholds for deals requiring regulatory approval. The changes are intended to reduce regulatory friction for smaller transactions and align Turkish policy more closely with EU norms, potentially accelerating exit opportunities for startups.
- The aggregate Turkish turnover threshold for transaction parties has been raised from TRY 750 million to TRY 3 billion. Additionally, the requirement for at least two parties to each have a Turkish turnover exceeding TRY 250 million has been increased to TRY 1 billion. - A second notification trigger was also adjusted: the worldwide turnover for at least one party must now exceed TRY 9 billion (up from TRY 3 billion), while the Turkish turnover of the acquired asset or the other party must exceed TRY 1 billion (up from TRY 250 million). - These changes, effective from February 11, 2026, mark a significant increase, three to four times the previous levels, aiming to account for currency fluctuations and reduce the number of transactions requiring mandatory notification. - A special, lower threshold remains for "technology undertakings" to ensure continued scrutiny of deals in sectors like digital platforms, fintech, biotech, and software. For acquisitions of Turkish-based tech companies, the TRY 1 billion local turnover threshold is reduced to TRY 250 million for the target company. - The definition of a "technology undertaking" subject to these special rules has been narrowed to only include companies established in Turkey, excluding those that only conduct R&D or provide services to Turkish users without being based in the country. - The amendments are expected to decrease the Competition Authority's caseload, which, after a dip in 2022 and 2023, rose again to 416 reviewed transactions in 2025. - The update also simplifies the notification process by re-introducing a short-form filing option for transactions where the parties' combined market share is below 15% in cases of horizontal overlap or where any party's share is below 20% in cases of vertical overlap. - For transactions that were under review when the new rules took effect, the Competition Board may terminate the review if the deal falls below the new thresholds.
