Turkish gaming M&A: market momentum and legal considerations

Similar to global trends, gaming, fintech, SaaS and AI are the leading sectors in the Turkish technology M&A landscape. Turkey remains one of the most active gaming markets in EMEA, supported by high-value cross-border transactions.

Cross-border M&A remains a defining feature of the market, with strategic acquirers (such as Zynga and Scopely) and private equity sponsors actively targeting scalable gaming companies with global distribution capacity. International investor interest remains robust, as demonstrated by CVC’s minority investment in Dream Games, valued at approximately USD 5 billion and Zynga’s USD 1.8 billion acquisition of Peak Games, both of which continue to serve as benchmark transactions for the Turkish gaming industry. Most recently, Los Angeles-based Scopely’s acquisition of majority shares of Loom Games, valuing the company over USD 1 billion drew attention.

Legal and regulatory landscape

As the Turkish gaming industry grows in scale and investment, the legal and compliance landscape has become increasingly important for domestic and international stakeholders. Unlike some jurisdictions with dedicated gaming statutes, Turkey regulates digital games across multiple legislative frameworks, creating both opportunities and complexity for developers, publishers and investors.

Investors would typically seek to conduct a thorough and extensive due diligence review on a target gaming company. This comprehensive due diligence would likely include access to detailed financial, operational, and legal matters to properly assess the risks and opportunities associated with the acquisition. For the legal due diligence, investors primarily focus on, among others:

• constitutional documents and shareholders’ arrangements to assess existing dividend and liquidation preferences, anti-dilution protections, as well as employee stock option plans (ESOPs) and vesting arrangements to confirm cap table integrity; corporate housekeeping compliance under Turkish Commercial Code requirements;
• material agreements, including agreements with marketplace providers (e.g., digital distribution platforms), publishing agreements and agreements with end-users (including terms of service and monetisation terms);
• compliance with applicable Turkish regulatory frameworks, understanding revenue generation models (e.g., revenue generated through direct payments from end-users or via in-app platform-based payment mechanisms) as well as processing of data, cross-border data transfer and data retention compliance;
• IP portfolio to confirm a clean chain of title and licensing arrangements, with a particular focus on IP arrangements with founders, employees and freelancers;
• employment agreements with a particular focus on confidentiality, IP assignment and post-termination restrictions (e.g., non-compete and non-solicitation clauses); and
• any ongoing or threatened material disputes, administrative investigations or regulatory proceedings.

Due diligence and transaction structuring

The findings of the due diligence exercise typically inform the transaction structure and overall risk allocation. In Turkish gaming transactions, acquisitions are frequently structured as share deals – either through secondary share transfers from existing shareholders or via subscription structures where new shares are issued and subscribed by the investor. Share deals are generally considered more practical and operationally efficient in the gaming sector, as asset deals bring additional complexities in terms of valuation and structuring matters, such as transfer of IP rights, consents from counterparties under material agreements, and employee transfers.

Earn-out mechanisms are common and are often linked to performance metrics such as gross bookings, net revenue or EBITDA over a defined post-completion period. The definition of these metrics and applicable accounting principles are typically heavily negotiated.

Founders and key management are generally expected to remain in operational roles following completion, often subject to lock-up arrangements, employment or consultancy agreements, performance-based incentives, and in some cases partial rollover equity structures to align long-term interests and ensure retention of core talent.

The use of warranty and indemnity (W&I) insurance has increased over the years in high-profile cross-border M&A transactions in Turkey. Although it has not become a Turkish market standard yet for all types of transactions, it has become an established practice for gaming deals. W&I insurance is increasingly used for business warranties such as IP, tax, employment, and data protection representations.

Merger control developments and strategic outlook

From a regulatory perspective, in February 2026, amendments to the Turkish merger control regime increased the applicable turnover thresholds and narrowed the scope of the technology undertaking exception. Accordingly, transactions involving undertakings active in digital platforms, software and gaming software, as well as other designated technology sectors, including online gaming and video games, will continue to fall under the supervision of the Turkish Competition Authority at the lower thresholds applicable for technology undertakings. This increases the likelihood that transactions involving a gaming company will be subject to a mandatory merger control filing in Türkiye, confirming that the Authority’s scrutiny of digital and innovation-driven markets, including gaming, remains firmly in place.

Overall, Turkish gaming market remains an attractive business in Turkey. In this environment, early legal structuring and proactive compliance planning are increasingly decisive in achieving valuation and deal certainty. Gaming companies that address corporate housekeeping, IP ownership consolidation, data protection compliance and platform-related contractual alignment in advance of a transaction are materially better positioned in competitive sale processes. As international investors continue to monitor the Turkish market for scalable opportunities, disciplined legal preparation remains a key differentiator in successfully executing cross-border gaming transactions.