PLAYSTUDIOS, Inc. (NASDAQ: MYPS) (“PLAYSTUDIOS” or the
“Company”), the creator of the playAWARDS loyalty platform and an
award-winning developer of free-to-play mobile and social games,
today announced that it has commenced an offer to purchase (the
“Offer”) all of its outstanding public warrants and private
placement warrants (collectively, the “Warrants”) to purchase
shares of its Class A common stock, par value $0.0001 per share, at
a purchase price of $1.00 in cash, without interest. The purpose of
the Offer is to reduce the number of shares of Class A common stock
that would become outstanding upon the exercise of Warrants, thus
providing investors and potential investors with greater certainty
as to PLAYSTUDIOS’ capital structure.
PLAYSTUDIOS is also soliciting consents (the “Consent
Solicitation”) to amend the Warrant Agreement, dated as of October
22, 2020, by and between PLAYSTUDIOS and Continental Stock Transfer
& Trust Company, which governs all of the Warrants (the
“Warrant Agreement”), to permit PLAYSTUDIOS to redeem each
outstanding Warrant for $0.90 in cash, without interest, which is
10% less than the price applicable to the Offer (such amendment,
the “Warrant Amendment”). Pursuant to the terms of the Warrant
Agreement, the adoption of the Warrant Amendment will require the
consent of holders of at least 65% of the outstanding public
warrants as it relates to the public warrants and the consent of
holders of at least 65% of the outstanding private placement
warrants as it relates to the private placement warrants.
The Offer will be open until 12:00 midnight, Eastern Time, at
the end of the day on April 29, 2022, unless extended or earlier
terminated by PLAYSTUDIOS (the “Expiration Date”). Tendered
warrants may be withdrawn by holders at any time prior to the
Expiration Date. The Offer is not conditioned upon any minimum
number of Warrants being tendered in the Offer. The Offer is,
however, subject to other conditions described in the Offer and
Consent Solicitation.
The Offer and Consent Solicitation are being made pursuant to an
Offer to Purchase dated April 1, 2022, and Schedule TO, dated April
1, 2022, each of which have been filed with the U.S. Securities and
Exchange Commission (“SEC”) and more fully set forth the terms and
conditions of the Offer and Consent Solicitation.
The Company’s Class A common stock and public warrants are
listed on The Nasdaq Stock Market LLC under the symbols “MYPS” and
“MYPSW,” respectively. As of March 31, 2022, a total of 10,996,631
Warrants were outstanding.
PLAYSTUDIOS has engaged PJT Partners LP as the Dealer Manager
for the Offer and Consent Solicitation. Alliance Advisors, LLC
(“Alliance”) has been appointed as the Information Agent for the
Offer and Consent Solicitation, and Broadridge Corporate Issuer
Solutions, Inc. has been appointed as the Depositary for the Offer
and Consent Solicitation. All questions concerning tender
procedures and requests for additional copies of the offer
materials, including the letter of transmittal and consent should
be directed to Alliance at (800) 429-6652 (toll-free).
Important Additional Information Has Been Filed with the
SEC
Copies of the Schedule TO and Offer to Purchase will be
available free of charge at the website of the SEC at www.sec.gov.
Requests for documents may also be directed to Alliance at (800)
429-6652 (toll-free).
This announcement is for informational purposes only and shall
not constitute an offer to purchase or a solicitation of an offer
to sell the Warrants. The Offer and Consent Solicitation are being
made only through the Schedule TO and Offer to Purchase, and the
complete terms and conditions of the Offer and Consent Solicitation
are set forth in the Schedule TO and Offer to Purchase.
Holders of the Warrants are urged to read the Schedule TO and
Offer to Purchase carefully before making any decision with respect
to the Offer and Consent Solicitation because they contain
important information, including the various terms of, and
conditions to, the Offer and Consent Solicitation.
None of PLAYSTUDIOS, any of its management or its board of
directors, or the Dealer Manager, Information Agent or Depositary
or any other person makes any recommendation as to whether or not
Warrant holders should tender Warrants for exchange in the Offer or
consent to the Warrant Amendment in the Consent Solicitation.
Warrant holders must make their own decision as to whether to
tender their Warrants and, if so, how many Warrants to tender.
About PLAYSTUDIOS, Inc.
PLAYSTUDIOS, Inc. (Nasdaq: MYPS) creator of the groundbreaking
playAWARDS loyalty platform is a publisher and developer of
award-winning mobile games, including the iconic Tetris® mobile
app, POP! Slots, myVEGAS Slots, myVEGAS Blackjack, my KONAMI Slots,
myVEGAS Bingo, and MGM Slots Live. The playAWARDS loyalty platform
enables players to earn real-world rewards from more than 95 iconic
hospitality, entertainment, and leisure brands across 17 countries
and four continents. playAWARDS partners include MGM Resorts
International, Wolfgang Puck, Norwegian Cruise Line, Resorts World,
IHG, Bowlero, Gray Line Tours, Hippodrome Casino, and
1-800-Flowers, among others. Founded by a team of veteran gaming,
hospitality, and technology entrepreneurs, PLAYSTUDIOS’ games
combine the best elements of popular casual games with compelling
real-world benefits. To learn more about PLAYSTUDIOS, visit
www.playstudios.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements about the expiration date for the Offer
and Consent Solicitation and the effects of the Offer and Consent
Solicitation on our capital structure. Actual results may differ
materially from the results predicted, and reported results should
not be considered as an indication of future performance.
Forward-looking statements include all statements that are not
historical facts and can be identified by terms such as “may,”
“might,” “will,” “should,” “expects,” “plans,” “anticipates,”
“intends,” “believes,” “estimates,” “predicts,” “potential,” or
“continue,” the negative of these terms and other comparable
terminology that conveys uncertainty of future events or outcomes.
These forward-looking statements involve known and unknown risks,
uncertainties, assumptions, and other factors that may cause actual
results to differ materially from statements made in this press
release, including the number of warrant holders that respond and
elect to participate in the Offer and Consent Solicitation; our
ability to consummate the Offer and Consent Solicitation; our
ability to recognize the anticipated benefits of the Offer and
Consent Solicitation; changes in applicable laws or regulations,
including those that pertain to tender offers; and the possibility
that we may be adversely affected by legal and regulatory
developments and general market, political, economic and business
conditions. Other potential risks and uncertainties that could
cause actual results to differ from the results predicted include,
among others, those risks and uncertainties included under the
caption “Risk Factors” in our Annual Report on Form 10-K for the
twelve months ended December 31, 2021, filed with the SEC on March
3, 2022 and in other filings we make with the SEC form time to
time. All information provided in this release is based on
information available to us as of the date of this press release
and any forward-looking statements contained herein are based on
assumptions that we believe are reasonable as of this date. Undue
reliance should not be placed on the forward-looking statements in
this press release, which are inherently uncertain. We undertake no
duty to update this information unless required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20220401005119/en/
Investor Relations IR@playstudios.com
Media Relations Amy Rossetti media@playstudios.com
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