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 extended the expiration date of its
previously commenced 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, to 12:00 midnight, Eastern Time at
the end of the day on May 13, 2022, unless further extended or
terminated. The Offer was previously scheduled to expire at 12:00
midnight, Eastern Time, at the end of the day on April 29, 2022.
The Offer was extended to allow additional time for holders of
Warrants to tender their Warrants in the Offer. The Offer may be
extended further in accordance with the applicable rules and
regulations of the U.S. Securities and Exchange Commission
(“SEC”).
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.
Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), the
depositary for the Offer, has advised the Company that, as of 5:00
p.m. Eastern Time on April 27, 2022, (i) an aggregate of 33,606 of
the outstanding public warrants have been properly tendered and not
properly withdrawn and (ii) no private placement warrants have been
properly tendered. Holders of public warrants who have already
tendered their public warrants do not need to re-tender their
public warrants or take any other action as a result of the
extension of the expiration date of the Offer. Holders of public
warrants may withdraw public warrants they have previously tendered
at any time prior to the extended expiration date of the Offer.
The complete terms and conditions of the Offer can be found in
the Offer to Purchase and Consent Solicitation, the related Letter
of Transmittal and Consent and certain other materials contained in
the Company’s tender offer statement on Schedule TO originally
filed with the SEC on April 1, 2022, as amended and as may be
further amended from time to time (the “Offer to Purchase”), and
available at www.sec.gov. Except as
described in this press release, the terms of the Offer remain the
same as set forth in the Offer to Purchase and the related Letter
of Transmittal and Consent.
Copies of the Offer to Purchase and other materials related to
the Offer may be obtained for free from the information agent,
Alliance Advisors, LLC, at (800) 429-6652 (toll-free). The
depositary for the Offer is Broadridge. The Dealer Manager for the
Offer is PJT Partners LP.
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 April 27, 2022, a total of 10,996,631
Warrants were outstanding.
Important Additional Information Has Been Filed with the
SEC
Copies of the Schedule TO and Offer to Purchase are 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 a global collection
of iconic hospitality, entertainment, and leisure brands.
playAWARDS partners include MGM Resorts International, Wolfgang
Puck, Norwegian Cruise Line, Resorts World, IHG, Bowlero, Gray Line
Tours, and Hippodrome Casino among others. Founded by a team of
veteran gaming, hospitality, and technology entrepreneurs,
PLAYSTUDIOS apps 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. 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 from 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.
SOURCE: PLAYSTUDIOS, Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20220428005428/en/
Investor Relations IR@playstudios.com Media
Relations Amy Rossetti media@playstudios.com
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