Tuvan Yalim

Kabine Law, Istanbul

tyalim@kabinelaw.com

Mehmet Karli

Kabine Law, Istanbul

mkarli@kabinelaw.com

Introduction

Turkey is emerging as an active technology investment market, driven by a young and skilled workforce, a growing base of venture-backed software companies and a regulatory framework deliberately calibrated to attract technology capital. Turkey’s 114 active Technology Development Zones (TDZ) and R&D incentive regimes produce a concentrated pipeline of acquisition targets, particularly in the technology, media and telecommunication (TMT) sector. In parallel, competitive domestic platforms in e-commerce, payments, gaming and mobility attract strategic acquirers from the United States, Europe and Central Asia.

Accordingly, Turkey’s M&A landscape continues to be technology-driven. As was the case in 2024, TMT remained the most active sector by transaction count in 2025, with several high-profile deals involving technology companies either as targets or acquirers. The regulatory framework has evolved in line with these trends.

Deal trends

Transaction volume and value

The Turkish M&A market recorded its strongest performance in over a decade in 2025. According to its Mergers and Acquisitions Overview Report for 2025,[1] the Turkish Competition Authority (TCA) reviewed 416 transactions in total, of which 162 involved Turkey-based target companies, comprising 93 purely domestic deals, 68 cross-border transactions involving foreign parties and one deal solely between foreign parties. The total value of these 162 transactions reached $11.81bn, the highest annual figure recorded since 2013. For context, the equivalent figure stood at $5.85bn across 131 transactions in 2024, with the 13-year average at $7.06bn.

As reported by TCA, the highest number of transactions in 2025 were in computer programming, consulting and related activities, accounting for 25 of the 162 transactions. Furthermore, the records included five transactions involving ancillary activities for financial services, four involving software publishing, two involving data processing and hosting, and two involving the wholesale trade of information and communication technology equipment. These transactions relate directly to technology-driven businesses and represent roughly one quarter of all transactions.

Sector activity

A specific picture emerges from the KPMG Turkey report, Mergers and Acquisitions Trends from KPMG’s Perspective 2025,[2] which also tracks transactions not captured by TCA filings. This report confirms that similar to 2024, nearly 60 per cent of the transactions were directed at ventures in the startup ecosystem. The report further highlights that a total of 243 transactions in the TMT sector stand out thanks to scalable business model, a strong entrepreneurial ecosystem and qualified human resources. Companies in this sector continue to scale rapidly with investor support across growth stages, and the increasing number of exit transactions indicates a maturing ecosystem that is driving transaction volume in the sector.

The structural drivers of TMT deal activity in the startup ecosystem reflect a broader policy-driven investment thesis: Turkey’s 114 active TDZs,[3] established under the Law on Technology Development Zones No 4691, have created a concentrated ecosystem of software and R&D companies operating under significant tax incentive packages, with exemptions on corporate income, income tax withholding and VAT on qualifying software revenues running through 31 December 2028. For acquirers targeting technology-intensive businesses, the TDZ framework introduces a distinct due diligence discipline, as qualification for these incentives is conditional on activities being conducted within zone boundaries and compliance with applicable statutory obligations – factors that bear directly on post-closing integration planning.

Transaction types and notable deals

The TMT sector was characterised by minority and growth-stage investments, consistent with a market where founders retain operational control while bringing strategic or financial partners. Notable recent transactions in the TMT sector included:

• the acquisition of a 65 per cent controlling interest in Hepsiburada by Kazakhstan-based Kaspi.kz for $1.1bn in 2025 (both Hepsiburada and Kaspi.kz are publicly listed on Nasdaq);

• the acquisition of a majority stake in Loom Games by US-based Scopely, with a valuation at over $1bn in 2026; and

• the acquisition of 85 per cent of Trendyol Go’s shares by Uber for $700m in 2025.

Merger control and sector-specific regulatory approvals

The Turkish Competition Authority

M&A transactions resulting in a change of control are subject to the approval of the TCA where the applicable turnover thresholds are met. These thresholds are set out in the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No 2010/4 or ‘the Communiqué’) and were most recently amended on 11 February 2026. In this respect, the filing requirement is triggered when the transaction parties exceed certain Turkish and worldwide turnover levels:

• if the total Turkish turnover of the transaction parties exceeds TRY 3bn and the Turkish turnover of at least two of the transaction parties separately exceeds TRY 1bn; or

• in acquisition transactions, if the Turkish turnover of the assets or activities subject to transfer, or in merger transactions, the Turkish turnover of at least one of the transaction parties exceeds TRY 1bn and the worldwide turnover of at least one of the other transaction parties exceeds TRY 9bn.

Notwithstanding the above, the Communiqué applies an exceptional turnover level for M&A transactions where at least one of the transaction parties is a technology undertaking resident in Turkey. Accordingly, in such transactions, the abovementioned TRY 1bn turnover of the transaction parties is lowered to TRY 250m. For completeness’ sake, the Communiqué defines technology undertakings as undertakings operating in digital platforms, software and game software, financial technologies (Fintech), biotechnology, pharmacology, agricultural chemicals and health technologies sectors.

The duration of the review of the TCA may vary significantly depending on whether the transaction is approved after preliminary review, or whether TCA initiates an in-depth or full investigation. Accordingly, the review period may range from approximately one month to up to one year.

Banking Regulation and Supervision Agency

Banking Regulation and Supervision Agency (BRSA) approval is required for acquisitions of qualifying shareholdings in banks and digital banks, and financial leasing, factoring, financing and savings financing companies incorporated in Turkey, pursuant to the Law on Financial Leasing, Factoring, Financing and Savings Financing Companies No 6361 and the Regulation on the Establishment and Operating Principles of Financial Leasing, Factoring and Financing Companies.

Applications require submission of extensive information and documentation, including documents relating to the ownership and group structure, source of funds and passports and criminal records of qualifying shareholders. Considering the scope of documentation required, cooperation between the transaction parties is essential for an effective application process to the BRSA. The authorisation process may extend to several months and must be completed prior to closing.

Central Bank of the Republic of Turkey

Central Bank of the Republic of Turkey (CBRT) approval is required for direct or indirect acquisitions of qualifying shareholdings in payment institutions and electronic money institutions licensed under the Law on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions No 6493 and the Regulation on Payment Services, Electronic Money Issuance and Payment Service Providers. Approval must be obtained prior to completion.

Similar to BRSA filings, applications require comprehensive disclosure and the breadth of documentation can prolong the process. Close coordination between the transaction parties is therefore essential. The approval process may extend to several months, therefore the closing timelines in these transactions should be planned accordingly.

Information and Communication Technologies Authority

Pursuant to the Regulation on the Authorisation in the Electronic Communications Sector, the Information and Communication Technologies Authority’s (ICTA) approval is required for transactions that involve acquisitions of qualifying shareholdings in electronic communication service providers and operators of certain digital infrastructures. Acquirers of technology companies with telecommunications or infrastructure components should conduct early-stage mapping of ICTA authorisation status. Application requires submission of detailed information relating to shareholding and control structure, the acquirer’s financial standing, its operations and compliance with authorisation requirements.

Ministry of Industry and Technology permission and Presidency approval

Pursuant to Law No 6745 and Presidential Decision No 2016/9495 on the Provision of Project-Based State Incentives, certain investments that are innovative, R&D-intensive, have added value or determined to satisfy Turkey’s current or future needs, ensure supply security, reduce external dependence, or provide technological transformation may benefit from project-based state incentives. In such cases, transfer of shares and transfer of the investment are subject to the permission of the Ministry of Industry and Technology and the approval of the Presidency. Transaction parties must therefore carefully analyse the conditions of the incentive and file their application by considering the volume of documents to be submitted and timeline for the approval process.

Technology transactions: due diligence considerations

Technology acquisitions require a due diligence framework that goes beyond standard financial and legal review. A mismatch between licensed scope and operational reality represents both a compliance risk and valuation risk. Furthermore, the following legislative areas are particularly important for the due diligence process.

Intellectual property rights

Intellectual property (IP) rights must be verified with precision. Technology-related businesses and their employees often hold multiple IP rights that may have been previously assigned or licensed to third parties. Both parties to a transaction should therefore conduct a careful due diligence process, including a review of all relevant agreements, to ensure that the transaction aligns with their objectives. Any gaps in the IP rights analysis may materially affect the scope of the deal, its valuation and post-closing integration. Current and past disputes, as well as potential litigation risks, must also be carefully assessed.

Data protection and cross-border transfers

Turkey’s Personal Data Protection Law (PDPL) was significantly amended in 2024, revising the regime for special categories of personal data and introducing new conditions for international data transfers, including adequacy decisions and standard contractual clauses mechanisms. Technology companies with large user bases or data-driven business models present heightened PDPL exposure. Acquirers must diligently assess whether the target properly complies with the current legislation and whether there are ongoing or potential regulatory investigations or data subject claims.

Breaches identified post-closing can give rise to significant administrative fines and reputational exposure.

Cybersecurity compliance

The Law on Cybersecurity No 7545, which entered into force on 19 March 2025, established the Cyber Security Presidency as the central regulatory authority and treats cybersecurity as a matter of national security. For technology targets, particularly those providing infrastructure, financial services or critical sector services, acquirers must assess compliance with applicable cybersecurity regulations and potential criminal, administrative and legal risks.

TDZ considerations

Companies active in technology fields frequently choose to locate within one of Turkey’s 114 active TDZs to benefit from various tax, funding and infrastructure incentives. When a target company operates under a TDZ lease or participation agreement, acquirers should review those agreements carefully for change of control provisions. TDZ operators commonly require prior written consent before a share transfer or change in control becomes effective. Accordingly, consent timelines and any conditions attached to approval should be factored into transaction planning at an early stage.

Ministry of Trade – e-commerce licence

Electronic commerce intermediary service providers whose annual net transaction volume exceeds the thresholds set by the Ministry of Trade must obtain a licence under the Law on the Regulation of Electronic Commerce No 6563. The licence fee is calculated as a progressive levy on net transaction volume and must be renewed every year.

The licence obligation is assessed on the basis of economic unity: where multiple providers are part of the same economic group, their combined transaction volumes and transaction counts are aggregated for threshold purposes, with the fee then allocated proportionally based on individual marketplace volumes. Amendments effective as of October 2024 introduced transitional relief, applying fourfold and threefold deduction multipliers for 2024 and 2025 respectively. These measures do not alter the underlying licensing requirement and will require fresh analysis for transactions closing in 2026 and thereafter.

Conclusion

Turkey’s technology M&A market has entered 2026 with sustained momentum, supported by strong transaction activity, a maturing startup ecosystem and the continued prominence of TMT sectors. The regulatory framework has developed in parallel, with targeted merger control thresholds for technology undertakings, incentives for qualifying tech companies along with a dedicated cybersecurity law and updated data protection rules, creating a more predictable and welcoming environment for investors.

Technology acquisitions require a focused due diligence scope. Key review areas include the checks of required licences of the target company, IP rights, data protection and cybersecurity compliance, TDZ incentive eligibility and considerations.

In addition, early regulatory mapping and coordinated approval planning remain essential for efficient execution of the deal and value preservation.