The takeover offer is not subject to a minimum number of Shares being tendered. The offer is subject to certain conditions, including that it may be modified or terminated by Playtika under certain circumstances, which are described in detail in the offer to purchase. Specific instructions and a full explanation of the terms and conditions of the tender offer are contained in the purchase offer, accompanying transfer letter and other related materials, which will be immediately emailed to registered shareholders.
After an extensive review of strategic alternatives by the Special Committee, composed solely of disinterested and independent directors (the ” Special Committee “) of the Board of Directors (the ” Plate “) of Playtika, the Special Commission and the Council, based on the facts and circumstances described in the tender offer for the public offer, after review, with management and their respective advisors, Playtika’s business, financial condition, capital needs , strategy and expectations for the future, and in light of the information provided by Playtika’s controlling shareholder group, Playtika Holding UK II Limited, Alpha Frontier Limited, Shanghai Cibi Business Information Consultancy Co., Ltd., Shanghai Jukun Network Technology Co., Ltd ., Giant Network Group Co., Ltd., Giant Investment Co., Ltd., Yuzhu Shi Hazlet Global Limited, Equal Sino Limited and Jing Shi (collectively the ” Giant/Alpha group “), with respect to the Giant/Alpha Group’s debt obligations and requirements of their lenders, that the takeover offer is in the best interest of Playtika and its shareholders (including all shareholders other than the Giant/Alpha Group), including to obtain a possible negative impact on Playtika and unaffiliated shareholders from the possible exercise of legal remedies by creditors by the lenders of the Giant/Alpha Group or the Giant/Alpha Group which is required to liquidate a significant portion of its position.
The Giant/Alpha Group entered into that particular tender agreement dated: August 26, 2022 (the ” Tender agreement “) with Playtika, which, among other things, requires the Giant/Alpha Group to tender at least 211,711,155 Shares in the Offer and not to withdraw such Shares, except as permitted under the terms of the Tender Agreement, including the right to such number of Shares as may be required (1) to result in the offering of such Shares which will result in: $323 million to be paid in gross proceeds to the Giant/Alpha Group, and (2) to retain 51.7% ownership on a fully diluted basis after the Offer.
None of Playtika, the members of its Board (or any committee thereof), the information agent, the custodian or any of Playtika’s other representatives or advisers for the takeover offer or any representative or adviser of any of the foregoing for the takeover offer makes any advice as to the whether or not to participate in the takeover bid.
D.F. King & Co., Inc. acts as information agent for the tender offer and American Stock Transfer & Trust Company, LLC acts as custodian. For any questions regarding the offer, please contact the information agent, D.F. King & Co., Inc. at playtika@dfking.com or call toll free (877) 871-1741.
About Playtika
Playtika is an industry leader in mobile gaming entertainment and technology with a portfolio of multiple game titles. Founded in 2010, Playtika was one of the first to offer free social games on social networks and soon after on mobile platforms. Headquartered in Herzliya, Israel, and guided by a mission to entertain the world through infinite ways to play, Playtika has employees in various offices around the world.
Additional information regarding the public offer
This press release is for informational purposes only. It is not a recommendation to buy or sell Shares or other securities of Playtika, nor is it an offer to buy or a solicitation of an offer to sell Shares.
Today, Playtika will file a filing with the U.S. Securities and Exchange Commission (the ” SEC “) an offer statement on Schedule TO, including an offer to purchase, related transfer letter and related materials. The public offering will be made solely pursuant to the offer to purchase, related transfer letter and other related materials submitted as part of the statement of the issuer’s offer on Schedule TO, in each case as may be amended or supplemented from time to time Shareholders should carefully read the offer to purchase, the accompanying letter of transfer and other related materials as they contain important information, including the various terms and conditions of the offer.
Shareholders may obtain a free copy of the Schedule TO tender offer statement, the offer to purchase, the accompanying transfer letter and related materials on the SEC’s website at www.sec.gov. In addition, free copies of these documents may be obtained by contacting DF King & Co., Inc., the Tender Offer Information Agent, toll-free at (877) 871-1741.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the US Private Securities Litigation Reform Act of 1995, including statements as to the completion, timing and extent of the tender offer. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Furthermore, statements containing words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “maybe”, “could”, “present” , “preserve”. , “project”, “pursuit”, “will” or “would”, or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements.
Important factors that could cause actual results to differ materially from estimates or projections in the forward-looking statements include:
- Playtika’s ability to initiate and complete the takeover offer, including Playtika’s ability to comply with the terms of the takeover offer and the number of shares Playtika may purchase pursuant to the takeover offer;
- Playtika’s ability to achieve the benefits contemplated by the offer;
- Any adverse effects the takeover offer may have on Playtika and the trading market for Playtika’s common stock;
- Playtika’s reliance on third-party platforms such as iOS App Store Facebook and Google Play Store, to distribute Playtika’s games and collect revenue, and the risk that such platforms may adversely change their policies;
- Playtika’s reliance on a limited number of games to generate most of its revenue;
- Playtika’s reliance on a small percentage of the total number of users to generate most of its revenue;
- Playtika’s free-to-play business model and the value of virtual items sold in Playtika’s games is highly dependent on how Playtika manages game revenue and pricing models;
- Playtika’s inability to complete acquisitions and successfully integrate acquired companies could limit its growth or disrupt its plans and operations;
- Playtika may not be able to successfully develop new games;
- Playtika’s ability to compete in a highly competitive industry with low barriers to entry;
- Playtika has significant indebtedness and is subject to the obligations and restrictive covenants under its debt instruments;
- the impact of the COVID-19 pandemic on Playtika’s business and the economy as a whole;
- the impact of an economic recession or periods of increased inflation, and any reductions in household spending on the types of discretionary entertainment Playtika offers;
- Playtika’s controlled operating status;
- changes in the financial situation or liquidity requirements of, or any regulatory rules or requirements applicable to Playtika’s controlling shareholder group;
- the number of Shares that the Giant/Alpha Group will offer;
- legal or regulatory restrictions or procedures may adversely affect Playtika’s business and limit the growth of Playtika’s business;
- risks associated with Playtika’s international operations and property, including Playtika’s significant operations in Israel , Ukraine and Belarus and the fact that Playtika’s controlling shareholder group includes a Chinese-owned company;
- Playtika’s reliance on key personnel;
- security breaches or other disruptions could compromise Playtika’s information or the information of its players and expose Playtika to liability; and
- Playtika’s inability to protect its intellectual property and proprietary information may adversely affect Playtika’s business.
Additional factors that could cause future events and actual results, financial or otherwise, to differ materially from those discussed in or implied by the forward-looking statements, include the risks and uncertainties discussed in Playtika’s filings with the Securities and Exchange Commission. While Playtika believes that the expectations reflected in the forward-looking statements are reasonable, Playtika makes no representation that the future results, activity levels, performance or events and conditions reflected in the forward-looking statements will be achieved or results should not be taken as an indication of future performance. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Except as required by law, Playtika assumes no obligation to update any forward-looking statements for any reason to reflect these statements with actual results or with changes in Playtika’s expectations.
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SOURCE Playtika
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