Zynga Inc. (NasdaqGS:ZNGA) entered into an agreement to acquire Peak Oyun Yazilim ve Pazarlama AS from Sidar Sahin, Evren Üçok, Demet Suzan Mutlu, Hummingbird Ventures II CVA, managed by Hummingbird Ventures Comm. VA, Earlybird Venture Capital GmbH & Co. KG and Endeavor Catalyst, Inc. for approximately $1.9 billion on May 31, 2020. Under the terms of the agreement, Zynga Inc. will pay $900 million in cash, subject to adjustments and remaining $900 million will be satisfied by the issue of approximately 113 million Class A common stock of Zynga. The Zynga Stock Consideration will be subject to a 6-month holding period for all Sellers. Pursuant to the Agreement, the Sellers have agreed to indemnify Zynga for losses related to specified matters, including, among other things, breaches or inaccuracies of warranties of the Sellers contained in the Agreement, specified tax matters, and for other customary matters. As security for such indemnification obligations, $120 million of the total purchase consideration has been deposited into an escrow fund in cash. Post the transaction, Peak Oyun Yazilim ve Pazarlama AS will become wholly owned subsidiary of Zynga Inc. The transaction is subject to Federal Cartel Office and expiration or early termination of any applicable waiting period under the Hart-Scott-Rodino Act. As of June 17, 2020, the transaction was granted early termination notice by Federal Trade Commission. The transaction is expected to close by August 31, 2020.

Eren Kursun, Yalin Akmenek, Birturk Aydin and Hakan Ozgokcen of Esin Attorney Partnership and Charles Whitefoord, Alistair J Craig, Michelle L. Blunt, Nathaniel A. Douglas, Thomas J. Egan, Brian F. Burke, Anne G. Batter, Johannes Weichbrodt, Kai R. Kramer and Michael J. Poland of Baker & McKenzie LLP acted as legal advisors to Hummingbird Ventures Comm. VA, Earlybird Venture Capital GmbH & Co. KG and Endeavor Catalyst, Inc. Bijal Vakil, Asli Basgoz, Emmie Jones, Will Smith, Lindsey Canning, Tim Hickman, Marc Israel, Rebecca Farrington, Justus Herrlinger, David Johansen, Elodie Gal, and Lars Petersen of White & Case LLP and Emre Özsar, Sezin Elçin Cengiz, Hakan Eraslan, and Sezgin Bas of GKC PARTNERS acted as legal advisors to Zynga Inc. Morgan Stanley (NYSE:MS) acted as a financial advisor to Zynga Inc.