Killer Acquisitions in Türkiye: Signals from Dissenting Opinions

Killer acquisitions are not a standalone category or type of transaction, but a theory of harm used in merger control to explain how certain acquisitions of nascent or innovative firms may undermine competition. The concept refers to situations where incumbent firms acquire innovative targets solely to discontinue the target’s innovation projects and pre-empt future competition. In this sense, the term killer acquisition is not intended to define a type of transaction, but rather aimed to provide a theory of harm in situations where an incumbent firm might find it more profitable to buy and shut down a nascent firm’s product. It captures a specific competitive concern that the merger may suppress innovation by removing a future competitive threat before it can materialise, and it may eliminate not only a potential rival but also the rival product itself. The label is therefore analytical in nature focusing on the expected anti-competitive effects of the transaction rather than its legal or structural characteristics.^[1][2]

The Turkish Competition Authority by introducing the “technology undertaking exception” in 2022 expressed their interest to detect potential “killer acquisitions” in the digital markets.  With the “technology undertaking exception”, the turnover thresholds that are required for a notifiable transaction will not be sought for targets, in the acquisitions of technology undertakings1 that (i) are active or (ii) have R&D activities, in the Turkish geographic market or (iii) that provide services to customers in Türkiye.

This article examines the dissenting opinions issued in three Turkish Competition Board (the “Board”) decisions involving technology markets in 2025: Galileo/Google (16.01.2025; 25-02/62-37), Pixelmator/Apple (06.02.2025; 25-04/99-56), and Color Block Jam/Take-Two (31.07.2025; 25-28/665-403). Although all three transactions were ultimately cleared by majority vote, each case featured dissenting opinions raising concerns about the limitations of traditional merger analysis in digital and innovation-driven sectors. The dissenting opinions2 collectively highlight an evolving debate within the Board about how to assess acquisitions of emerging, innovative firms by incumbent firms.

1.     Galileo/Google

In Galileo/Google Decision, the Board approved Google’s acquisition of Galileo Inc (“Galileo”), which is a tech start-up providing a User Interface (“UI”) generation platform, creating designs using generative artificial intelligence (“GenAI”). The decision stated that Galileo is a small, early-stage company with no meaningful presence in Türkiye. The transaction also did not give rise to any horizontal or vertical overlaps. Therefore, the Board granted approval to the transaction without diving into further detail.

The Board also analysed potential killer acquisition concerns. In its assessment, the Board analysed whether Galileo could be considered a nascent or emerging competitive constraint on Google and whether the acquisition would eliminate such a threat. The Board evaluated that as Google will integrate Galileo’s user interface design tool into Google Labs and as Galileo is not an artificial intelligence technology provider, but rather offers a product design service based on artificial intelligence technology; the activities of Google, an artificial intelligence technology provider, and Galileo, which offers a service based on the afore-mentioned technologies but does not produce artificial intelligence technology, do not overlap horizontally. Moreover, the Board analysed that, in the market where Galileo operates, there are other companies such as AdobeXD and Figma Design that possess the same technology; therefore, it is not considered possible to remove the technology in question from the market solely through the acquisition. In this context, the Board assessed that the transaction does not meet the conditions required for a killer acquisition; instead, it is considered to be an acquisition aimed at combining complementary technologies with synergies.

1.1.                  Dissenting Opinion

However, three out of seven Board members dissented to the majority opinion, meaning that the decision was barely rendered. The dissenting opinion argued that Google’s position as a gatekeeper-level player in the AI value chain requires heightened scrutiny of even small acquisitions. It stressed that traditional theories of harm and merger-control methodologies may prove inadequate to measure the potential post-transaction effects on innovation and consumer welfare, as competition in digital markets takes place between broader ecosystems rather than individual services. In the context of GenAI, the dissenting opinion explained that an integrated ecosystem exists encompassing chip design, data access, model development, training processes, application development and cloud infrastructure, and noted that the AI sector is not sufficiently open to new entry, owing to structural bottlenecks. It also referenced that a small number of technology firms with existing digital market power could shape foundation-model markets in a manner detrimental to fair, open and effective competition, potentially reducing diversity and quality while increasing prices.

Against this background, the dissent considered Galileo’s text-to-UI and image-to-UI technologies to be of significant importance for Google’s generative AI ecosystem. However, the dissenting opinion also criticised the Preliminary Report as it did not contain any substantive competition analysis in this regard and merely listed Galileo’s competitors without assessing Galileo’s relative position among them. It further criticised the reliance on qualitative statements such as “negligible” or “disregardable” effects when assessing access to downstream markets for alternative GenAI providers. It emphasized that unilateral effects may arise where non-horizontal mergers lead to market foreclosure and that careful consideration of market definition and competitive strength is essential in digital markets, where firms may exert greater power than suggested by conventional indicators.

The dissenting opinion further stated that market shares calculated on the basis of sales volumes or revenues may be misleading in digital economies and should be supplemented by metrics such as user numbers, data holdings, and ecosystem ownership. The report failed to examine innovation competition or whether interoperable or complementary digital products were being combined.

The dissenting opinion also observed that, the Preliminary Review Report provided only a limited discussion of the issue. It stated that the transaction should have been tested against multiple dimensions, including the likelihood of market foreclosure by the incumbent firm, the impact on innovation incentives, effects on labour markets, the structure of the artificial intelligence ecosystem, foundation-model segments, and potential competition constraints across all relevant markets and concluded that it failed to adopt a holistic, innovation-centred methodology required for innovation-driven markets and did not adequately test potential competition constraints. Consequently, the dissenting members concluded that they could not concur with the majority’s approval.

2.     Pixelmator/Apple

In Pixelmator/Apple Decision, the Board approved Apple’s acquisition of UAB Pixelmator Team (“Pixelmator”).

In the decision, the Board first assessed that Pixelmator’s image-editing and design applications offer advanced functionalities that go beyond Apple’s pre-installed Photos application, which primarily serves as an image-management tool. On this basis, the Board concluded that the parties’ products are complementary rather than substitutable. While the Board considered potential segmentation between professional and personal use, it ultimately refrained from adopting a definitive market definition, as the transaction did not raise competitive concerns under any plausible alternative. From a horizontal perspective, the Board found no direct overlaps between the parties’ activities. Nevertheless, given the characteristics of digital markets, the Board also assessed the transaction under nascent competition and killer acquisition theories.

The Board stated that, following the transaction, Apple intended to continue developing the Pixelmator applications, provide the necessary financial and material support, and introduce more innovative products addressing user needs. The Board further considered that the continued development of Pixelmator’s applications could enhance market dynamism and preserve innovation. On this basis, the Board concluded that Apple lacks any motivation to engage in a killer acquisition or to eliminate potential competition. Instead, the Board evaluated that transaction is intended to combine complementary technologies and generate efficiencies through synergies. In line with the foregoing, the Board analysed that even if a horizontal overlap is identified, the transaction will not result in a significant reduction in competition in terms of both unilateral effects and coordination-inducing effects.

The Board also analysed the transaction’s vertical effects, identifying vertically affected markets related to app distribution on iOS, iPadOS and macOS. While Apple was found to have technical control over app distribution on iOS and iPadOS, the Board concluded that Apple lacked both the ability and incentive to foreclose rival developers. With respect to macOS, the Board emphasised the availability of alternative distribution channels, including direct downloads and third-party platforms, which further reduced foreclosure risks.

Finally, the Board assessed potential customer-foreclosure and coordination effects and found no indications that the transaction would restrict access to users or facilitate coordination among market participants. Taking all factors into account, the approved the transaction.

2.1.                  Dissenting Opinion

However, the decision was not unanimous, and one of the Board members issued a dissenting opinion.

The dissenting opinion firstly highlights the point that the Preliminary Review contains substantive deficiencies, in particular because the ecosystem phenomenon and conglomerate effects were not sufficiently addressed. It frames digital markets as markets characterised by network economies, winner-takes-all dynamics, and vertically integrated ecosystems. Therefore, traditional harm theories and conventional merger assessment may be insufficient to measure potential post-transaction impacts on innovation or consumer welfare.

Furthermore, the dissenting opinion states that the transaction shows potential “killer acquisition” signals. It notes that the decision includes traditional input and customer foreclosure analyses, and that Apple’s commission revenues were used as a primary anchor when applying the aforementioned tests. The opinion argues that an ecosystem-shaped functioning can attract more users through multiple services, leverage network effects to create a more loyal user base, and weaken multi-homing, potentially creating entry/expansion barriers for rivals; accordingly, it states that sales- or value-based market shares may be misleading in digital economies, and that user numbers, visits/traffic, network effects, ecosystems, and especially the scope and scale of data become important parameters in the assessment of market power.

It further states that traditional ability and incentive foreclosure theories may be insufficient for digital ecosystems, and a counterfactual analysis should have examined whether Pixelmator could have remained independent and what competitive constraint it might have exerted, including whether this constitutes a “reverse killer acquisition."

It further analyses that post-transaction pricing and access conditions, and the possibility of tying/bundling into the ecosystem, should have been examined in more detail. It also says that, while headings such as “horizontal overlap” and “vertical overlap” can still be used for digital mergers, under those headings the analysis should test, for example, whether there is a vertical overlap between digital products that must interoperate or where one product uses another as a data input, and whether complementary products with overlapping user bases are being brought together.

Finally, the dissenting member states that the assessment should have evaluated Pixelmator’s innovations in terms of existing, potential, and innovation competition, tested competitive harm under alternative market definitions, and addressed whether non-compete obligations qualify as ancillary restraints from a talent/acquihire perspective.

3.     Color Block Jam/Take-Two

In Color Block Jam/Take-Two Decision, the Board approved Take Two Interactive Software Inc.’s acquisition of all rights, obligations, property, and interests related to Color Block Jam mobile game from Gybe Games Teknoloji Anonim Şirketi (“Color Block Jam”).

In its assessment, the Board identified a horizontal overlap in the market for the development and publishing of mobile games. It nevertheless concluded that this overlap did not raise competition concerns, emphasising the highly fragmented structure of the mobile gaming sector and the presence of numerous strong domestic and international competitors. The Board analysed that neither party held a significant market position in Türkiye or globally and that the transaction would not result in a material market concentration.

3.1.                  Dissenting Opinion

However, one of the Board members dissented to the majority view and issued a dissenting opinion. The dissenting opinion situates the transaction within the broader context of the gaming industry’s rapid growth, high entry barriers, and increasing concentration, with genuinely new competitive pressure often coming only from independent developers. Against this background, acquisitions of innovative studios by large incumbents require heightened scrutiny.

Furthermore, the dissenting opinion criticises the analytical approach adopted in the decision for relying almost exclusively on traditional indicators, such as market shares based on sales value and volume, which are structurally ill-suited to digital markets, where competitive strength is increasingly determined by user bases, data assets, network effects and ecosystem positioning rather than by current revenues alone. In the dissenting member’s view, Color Block Jam, as a popular puzzle game in a fast-growing segment, could represent precisely the type of innovative asset whose independent development might have strengthened competitive constraints in the future. The dissenting opinion stresses that the Preliminary Report failed to test a proper counterfactual namely, whether the target could have continued to grow independently and what degree of competitive pressure it might have exerted absent the acquisition.

Beyond killer acquisitions, the report should have examined input foreclosure, bundling, portfolio leverage, talent-acquisition effects, vertical relationships between developers and publishers, and the implications of Take-Two’s distribution power for rival developers. Accordingly, the dissenting member concluded that the Preliminary Report lacked a holistic perspective, failed to properly assess competitive effects on product, labour, and innovation markets, and recommended conducting a sector inquiry to analyse structural deficiencies and innovation bottlenecks in the industry.

Conclusion

Across the dissenting opinions of the summarised decisions above, a shared concern that traditional merger-control tools may be insufficient to capture the competitive risks posed by acquisitions in digital and innovation-driven markets emerges. In each decision, the dissenting members converge on similar themes namely, the limits of turnover-based market shares in platform economies, the importance of ecosystem effects, the centrality of innovation competition, and the need to assess counterfactual scenarios in which start-ups or nascent firms might have evolved into meaningful competitive constraints. These dissenting views collectively reflect a call for leaving behind the purely static analyses and a call for more dynamic, forward-looking scrutiny of transactions involving acquisition of start-ups or nascent firms by incumbent giants.

At the same time, the Board’s majority decisions demonstrate that the Board still does not have an established practice on killer acquisitions. The prevailing approach continues to rely on conventional indicators of market power and competitive effects, with killer-acquisition theories applied cautiously and only in the presence of strong and concrete findings. This divergence of opinions between the Board members highlights a transitional phase in enforcement practice, in which theories of harm are increasingly debated but not yet fully employed in assessments.

Nevertheless, even in the absence of an established practice, the dissenting opinions signal to experts and transaction parties that acquisitions in digital markets, particularly those involving incumbent technology firms acquiring start-ups or nascent competitors, are likely to face heightened scrutiny in the near future. This may result in more extensive information requests, elevated times for compiling the preliminary report, and a greater emphasis on theories of harm relating to innovation and ecosystem effects during the review process. As a result, future transactions in these sectors may result in longer review times and increased number of RFIs.

• 1Cunningham et al, Killer Acquisitions, p.1
• 2OECD (2020), Start-ups, Killer Acquisitions and Merger Control, p. 9-10.