Türkiye Newsletter No.32 | Competition market overview

This competition law newsletter provides an overview of the latest developments in relation to the Turkish competition market and the implementation of Law No 4054 on the Protection of Competition (the « Law« ) in light of recent announcements and publications by the Competition Authority (the « Authority« ) and as well as decisions issued by the Competition Board (the « Board« ) during September 2026.

ANNOUNCEMENTS

Recently Initiated Investigations

• Automotive Supplier Industry – Labour Market Practices: The Board has launched an investigation into 37 undertakings, active in the automotive supplier industry and two sectoral associations, TAYSAD and TOSB, to determine whether they violated Article 4 of the Law through employee non-solicitation agreements and exchanges of competitively sensitive information. The investigation concerns allegations that the undertakings participated in meetings and communications organised through TOSB and TAYSAD, where they agreed not to hire each other’s employees and exchanged information on wages and other employment conditions. The Board considered the allegations serious and sufficient and decided to initiate a full investigation under decision No. 26-29/831-M.

SUMMARY OF KEY DECISIONS

Coca-Cola Decision^[1]

The Board assessed Coca-Cola Satış ve Dağıtım AŞ’s (“CCSD”) practices concerning the sale and visibility of competing products at retail and on-premise consumption outlets. The investigation focused on cooler and shelf placement, sales incentives, discounts, investment support and the conditions attached to promotional equipment.

The Board identified concerns that these practices could exclude rival products and link cooler access, investment support and discounts to the purchase of CCSD’s broader product portfolio. CCSD therefore undertook to allocate 35% of its coolers to rival products, end cooler-efficiency requirements and related charges, restructure its incentive system, provide investment support under separate and objective agreements, and determine discounts independently by product category.

CCSD also agreed to discontinue free-product support for water and soda under new contracts and introduce enhanced compliance training and monitoring mechanisms. The Board found the commitments sufficient and made them binding, thereby terminating the investigation by its decision numbered 26-20/614-243.

Migros-BİM-ŞOK-Nilky Decisions^[2]

The Board concluded the parts of its investigation concerning BİM Birleşik Mağazalar AŞ (“BİM”), Migros Ticaret AŞ (“MİGROS”), Şok Marketler Ticaret AŞ (“ŞOK”) and Nilky İçecek ve Gıda AŞ (“NILKY”) through settlement. The investigation concerned the indirect exchange, through NILKY, of competitively sensitive information on future prices and price increase dates. The Board found that this arrangement enabled BİM, MİGROS and ŞOK to coordinate the retail prices of NILKY products through a hub-and-spoke arrangement in breach of Article 4 of the Law. The Board did not make a separate infringement finding based on the retailers’ parallel pricing conduct.

For the purposes of fine calculation, the Board classified the conduct as a cartel and an open and serious infringement. Since the infringement lasted less than one year, no duration-based increase was applied. Recidivism was taken into account as an aggravating factor for certain undertakings, including MİGROS and ŞOK, whereas the Board found no applicable aggravating factor in NILKY’s case.

The Board also considered mitigating factors, including the limited participation of the undertakings, the low share of the affected products in their overall turnover, the short duration of conduct, the limited potential harm and cooperation during the investigation. In NILKY’s case, the Board additionally considered its limited market power, export revenues, the fact that the conduct concerned a single product and the limited economic significance of the relevant activities.

The undertakings accepted the infringement findings and the fines calculated as percentages of their 2024 gross revenue. The 25% reduction was applied under the settlement procedure, and the investigation was terminated in respect of above-mentioned undertakings.

META/Threads Decision^[3]

The Board assessed whether Meta Platforms, Inc. (“META”) complied with the binding commitments adopted in relation to its Threads application. The underlying investigation concerned META’s potential tying of Threads to Instagram and the combination of data collected through Threads and Instagram, which raised concerns under Article 6 of the Law. The Board had previously imposed an interim measure requiring META to prevent the combination of Threads and Instagram data.

During the proceedings, META suspended Threads’ operations in Türkiye and submitted commitments addressing the identified competition concerns. The commitments provided users with the option to use Threads through their Instagram accounts independently, without creating an Instagram account or combining Threads data with Instagram data. They also applied to both existing and new users.

The Board had previously made these commitments binding and terminated the investigation. Following META’s subsequent application to relaunch Threads in Türkiye, the Board assessed whether the proposed relaunch arrangements complied with the binding commitments. It concluded that users would be able to use Threads independently from Instagram and that the data-combination concerns had been addressed.

Accordingly, the Board unanimously found that META’s proposed steps for making Threads available again in Türkiye complied with the binding commitments adopted by its decision numbered 24-45/1053-450.

Acquisition of sole control over Unico Sigorta AŞ by Galeri Kristal ^[4]

The Board authorized the acquisition of sole control over Unico Sigorta AŞ (“UNICO”) by Galeri Kristal Turizm İnşaat Pazarlama ve Ticaret AŞ (“GALERİ KRİSTAL”). During the review process, GALERİ KRİSTAL also entered into negotiations with Kibele B.V. and, on 4 February 2026, signed a share purchase agreement for the acquisition of the remaining 20% shareholding in UNICO. Accordingly, subject to clearance of the notified transaction, GALERİ KRİSTAL would acquire all shares and sole control over UNICO.

The Board found that the parties’ activities overlapped only to a limited extent in the non-life insurance market and that no current horizontal overlap arose in hotel management, as the hotel subject to UNICO’s usufruct was operated independently by its lessee. In view of UNICO’s limited market position and the presence of several significantly stronger competitors, the Board concluded that the transaction would not significantly impede effective competition and granted clearance by its decision dated 16 March 2026 and numbered 26-10/305-118.

Acquisition of sole control over DİA Yazılım by Mikro Yazılımevi^[5]

The Board authorized the acquisition of sole control over DİA Yazılım Sanayi ve Ticaret AŞ by Mikro Yazılımevi Yazılım Hizmetleri Bilgisayar Sanayi ve Ticaret AŞ. During the review process, a third party objected to the transaction on the grounds that DİA’s ERP software was used by important companies and public institutions in Türkiye and that the acquisition could result in (« DİA« ) the transfer of one of the limited numbers of domestic ERP software providers abroad, potentially raising national security concerns. The Board rejected these concerns, finding that DİA’s activities were primarily focused on ERP solutions for SMEs and medium-sized businesses, while its sales to public customers accounted for less than a marginal share of its total revenues.

The Board further found that the transaction resulted in horizontal overlaps in the ERP software and e-transformation software markets. However, the combined entity would continue to face significant competitive pressure from established players such as SAP, LOGO and Microsoft, while the presence of numerous competitors and the absence of significant barriers to entry did not indicate a risk of a significant impediment to effective competition. The Board also assessed potential conglomerate effects arising from the combination of DİA’s ERP activities with H&F’s CRM portfolio and found no competition concerns. Accordingly, the transaction was cleared by the Board’s decision dated 19 February 2026 and numbered 26-06/173-64.

Joint Venture by Petrol Ofisi and Efor – LPG Storage ^[6]

The Board authorised the establishment of a jointly controlled, full-function joint venture by Petrol Ofisi AŞ (“PO”), Efor Akaryakıt Dağıtım Sanayi ve Ticaret AŞ (“EFOR”) and Zemec Petrol Ürünleri Yatırım ve Ticaret Ltd. Şti. The joint venture will operate in the LPG storage services market and is expected to establish a new LPG storage terminal in Erzurum or Kars.

The transaction gives rise to horizontal overlaps in LPG storage services, as well as in autogas LPG distribution and retail sales. A vertical relationship was also identified between LPG storage services and autogas LPG distribution. The Board found that PO and EFOR did not have existing LPG storage capacity in the relevant regional market, which comprises the Eastern Anatolia Region and the provinces of Diyarbakır, Hatay, Kahramanmaraş, Samsun and Trabzon. Moreover, the joint venture’s expected market position would remain limited, while strong competitors such as Aygaz and Petgaz would continue to operate in the market.

The Board also noted that PO and EFOR held market shares of 25.62% and 0.88%, respectively, in the autogas LPG distribution market, resulting in a combined share of 26.5%, while the remaining competitors accounted for a significant portion of the market. Considering the parties’ limited positions in the affected markets and the absence of a significant risk of input or customer foreclosure or coordination between the parent companies, the Board concluded that the transaction would not significantly impede effective competition. The transaction was cleared by the Board’s decision dated 12 March 2026 and numbered 26-09/288-106.

GLOBAL ANTI-TRUST LAW UPDATES

European Commission’s Article 102 Guidelines on Exclusionary Abuse 

On 3 September 2026, the European Commission adopted its final Guidelines on the application of Article 102 TFEU to abusive exclusionary conduct by dominant undertakings. The Guidelines are the Commission’s first formal guidance in this area and provide a more detailed framework than the 2009 enforcement-priorities guidance for assessing dominance, economic concepts, objective justifications and efficiency defenses. They also address aftermarkets and collective dominance and confirm that a finding of dominance is generally unlikely where an undertaking’s market share is below 40%, subject to the circumstances of the case.

The Guidelines establish two alternative routes for assessing exclusionary conduct. Where a practice falls within a specific category, the Commission will apply the relevant legal test developed in the case law. These categories include predatory pricing, margin squeezes, conditional rebates, exclusive dealing, access restrictions and refusals to supply, self-preferencing and conduct that is inherently harmful to competition. Where no specific category applies, the Commission will assess whether the conduct departs from competition on the merits and is capable of producing exclusionary effects. The Guidelines also clarify that the as-efficient-competitor test is primarily relevant to pricing conduct and may have limited relevance where exclusion operates through non-price factors, including data, network effects, user behaviour or innovation.

The Guidelines further recognize objective necessity and efficiency arguments as potential defenses but indicate that such arguments will rarely succeed in practice. Although the final text provides a more structured and authoritative account of the Commission’s approach, it largely consolidates existing case law and leaves the Commission significant discretion regarding the evidence required in individual cases. The Guidelines were published in the Official Journal on 9 September 2026 and replace the 2009 guidance, which will cease to apply 30 days after publication.

General Court upholds the Commission’s “reverse leveraging” approach in Booking/eTraveli 

On 9 September 2026, the General Court dismissed in its entirety the action brought by Booking Holdings Inc. against the European Commission’s 2023 decision prohibiting Booking’s proposed acquisition of eTraveli Group. The Commission found that eTraveli’s activities in the online flight travel agency market would further strengthen Booking’s already strong position in the hotel online travel agency market. The General Court upheld this assessment under the “reverse leveraging” theory, confirming that a transaction may raise competition concerns where an undertaking reinforces its existing dominance in one market through its presence in an adjacent market.

The Court held that establishing a significant impediment to effective competition does not require proof of a noticeable reduction in the existing level of competition. The consolidation or perpetuation of an already weak competitive environment may be sufficient, particularly where the market is characterized by strong network effects and a significant gap between the dominant undertaking and its competitors. Accordingly, the limited increase in Booking’s market share, potentially amounting to only a few tenths of a percentage point, did not provide a safe harbour.

The judgment also confirms that the Commission may rely on qualitative factors, provided that the evidence is sufficiently coherent and compelling to support its conclusions. Limited quantitative effects may therefore be assessed together with network effects, ecosystem dynamics and the role of smaller competitors in maintaining effective competition. Booking’s efficiency arguments were not sufficient to dispel the competition concerns. The judgment is particularly relevant to the assessment of conglomerate mergers and the risk that transactions in digital markets may entrench an existing dominant position.

[1] Decision of the Board dated 04.06.2026 and numbered 26-20/614-243.
[2] Decisions of the Board dated 12.03.2026 and numbered 26-09/280-100, 26-09/280-101, 26-09/280-102, and 26-09/280-103.
[3] Decision of the Board dated 10.06.2026 and numbered 26-21/626-256.
[4] Decision of the Board dated 16.03.2026 and numbered 26-10/305-118.
[5] Decision of the Board dated 19.02.2026 and numbered 26-06/173-64.
[6] Decision of the Board dated 12.03.2026 and numbered 26-09/288-106.