HERZLIYA, Israel, Sept. 22,
2022 /PRNewswire/ -- Playtika Holding Corp. (NASDAQ:
PLTK) ("Playtika"), a mobile gaming entertainment and
technology market leader with a portfolio of multiple game titles,
today provided an update on the number of shares of Playtika's
issued and outstanding common stock, par value $0.01 per share (each, a "Share," and
collectively, "Shares") tendered to date in its previously
announced tender offer for the purchase of up to 51,813,472 Shares
at a price of $11.58 per Share.
Playtika has conducted the tender offer in accordance with the
terms and subject to the conditions described in the offer to
purchase, dated August 29, 2022, the
related letter of transmittal and other related materials, as each
may be amended or supplemented from time to time.
As of 4:00 p.m., New York City
Time, on Thursday, September 22,
2022, the depositary for the tender offer has reported to
Playtika that approximately 217,140,286 Shares had been validly
tendered and not properly withdrawn.
The tender offer is scheduled to expire one minute after
11:59 P.M., New York City Time, on
Monday, September 26, 2022, unless
the tender offer is extended or terminated. Playtika has not and
will not accept any tendered Shares for payment until after the
tender offer expires.
The tender offer is not conditioned on a minimum number of
Shares being tendered. The tender offer is subject to certain terms
and conditions, including that it may be amended or terminated by
Playtika under certain circumstances, which are described in detail
in the offer to purchase. Specific instructions and a complete
explanation of the terms and conditions of the tender offer are
contained in the offer to purchase, the related letter of
transmittal and other related materials, which have been mailed to
stockholders of record.
As previously announced, in connection with the commencement of
the tender offer, Playtika's controlling stockholder 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") entered into that certain Tender Agreement, dated as of
August 26, 2022 (the "Tender
Agreement") with Playtika, which requires, among other things,
that the Giant/Alpha Group tender at least 211,711,155 Shares in
the tender offer and not withdraw such Shares except as permitted
under the terms of the Tender Agreement, including the right to
withdraw such number of Shares as may be necessary (1) to result in
tendering such Shares as will result in $323
million in gross proceeds payable to the Giant/Alpha Group,
and (2) to maintain an ownership of 51.7% on a fully diluted basis
after the tender offer.
None of Playtika, the members of its Board of Directors (or any
committee thereof), the information agent, the depositary or any of
Playtika's other representatives or advisors for the tender offer
or any representatives or advisors of any of the foregoing for the
tender offer makes any recommendation as to whether or not any
stockholder should participate in the tender offer.
D.F. King & Co., Inc. is serving as the information agent
for the tender offer and American Stock Transfer & Trust
Company, LLC is serving as the depositary. For all questions
relating to the tender offer, please contact the information
agent, D.F. King & Co., Inc. at playtika@dfking.com or
call toll-free at (877) 871-1741.
About Playtika
Playtika is a mobile gaming entertainment and technology market
leader with a portfolio of multiple game titles. Founded in
2010, Playtika was among the first to offer free-to-play social
games on social networks and, shortly 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 across offices worldwide.
Additional Information Regarding the Tender Offer
This press release is for informational purposes only. It is not
a recommendation to buy or sell Shares or any other securities of
Playtika, and is neither an offer to purchase nor a solicitation of
an offer to sell Shares.
Playtika has filed with the United States Securities and
Exchange Commission (the "SEC") a tender offer statement on
Schedule TO, including an offer to purchase, a related letter of
transmittal and related materials. The tender offer will only be
made pursuant to the offer to purchase, the related letter of
transmittal and other related materials filed as part of the issuer
tender offer statement on Schedule TO, in each case as may be
amended or supplemented from time to time. Stockholders should read
carefully the offer to purchase, the related letter of transmittal
and other related materials because they contain important
information, including the various terms of, and conditions to, the
tender offer.
Stockholders are able to obtain a free copy of the tender offer
statement on Schedule TO, the offer to purchase, the related letter
of transmittal and related materials at the SEC's website at
www.sec.gov. In addition, free copies of these documents may be
obtained by contacting D.F. King & Co., Inc., the information
agent for the tender offer, toll-free at (877) 871-1741.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995, including statements regarding the completion, timing and
size of the tender offer. Forward-looking statements can be
identified by the fact that they do not relate strictly to
historical or current facts. Further, statements that include words
such as "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intend," "may," "might," "present," "preserve,"
"project," "pursue," "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 contained in the
forward-looking statements include without limitation:
- Playtika's ability to complete the tender offer, including
Playtika's ability to satisfy the conditions to the tender offer
and the number of Shares Playtika is able to purchase pursuant to
the tender offer;
- Playtika's ability to achieve the benefits contemplated by the
tender offer;
- Any adverse impact that the tender offer may have on Playtika
and the trading market for Playtika's common stock;
- Playtika's reliance on third-party platforms, such as the iOS
App Store, Facebook, and Google Play
Store, to distribute Playtika's games and collect revenues, and the
risk that such platforms may adversely change their policies;
- Playtika's reliance on a limited number of games to generate
the majority of its revenue;
- Playtika's reliance on a small percentage of total users to
generate a majority 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 the game revenues and pricing models;
- Playtika's inability to complete acquisitions and integrate any
acquired businesses successfully could limit its growth or disrupt
its plans and operations;
- Playtika may be unable 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 to household spending on the types of
discretionary entertainment that Playtika offers;
- Playtika's controlled company status;
- changes in the financial situation or liquidity requirements
of, or regulatory rules or requirements applicable to, Playtika's
controlling stockholder group;
- the number of Shares that the Giant/Alpha Group will
tender;
- legal or regulatory restrictions or proceedings could adversely
impact Playtika's business and limit the growth of Playtika's
operations;
- risks related to Playtika's international operations and
ownership, including Playtika's significant operations in
Israel, Ukraine and Belarus and the fact that Playtika's
controlling stockholder group includes a Chinese-owned
company;
- Playtika's reliance on key personnel;
- security breaches or other disruptions could compromise
Playtika's information or its players' information and expose
Playtika to liability; and
- Playtika's inability to protect its intellectual property and
proprietary information could adversely impact Playtika's
business.
Additional factors that may cause future events and actual
results, financial or otherwise, to differ, potentially materially,
from those discussed in or implied by the forward-looking
statements include the risks and uncertainties discussed in
Playtika's filings with the SEC. Although Playtika believes that
the expectations reflected in the forward-looking statements are
reasonable, Playtika cannot guarantee that the future results,
levels of activity, performance or events and circumstances
reflected in the forward-looking statements will be achieved or
occur, and reported results should not be considered 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 undertakes no obligation to
update any forward-looking statements for any reason to conform
these statements to actual results or to changes in Playtika's
expectations.
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SOURCE Playtika