Filed by Unity Software Inc.
pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: ironSource Ltd.
Commission File No.: 001-40539
On August 9, 2022, the following email was sent to all Unity Software Inc. (“Unity”) employees by John Riccitiello, Unity’s Chief
Executive Officer and Executive Chairman of Unity’s Board of Directors:
Everyone –
See the attached press release. The proposal made by Applovin is to merge with Unity. Their proposal is unsolicited. I wish I could, but I
cannot share more information with you at this time. I will ensure you are kept as informed as we are allowed.
For now, I’d leave you with two
thoughts. There is much interest in being part of Unity. This says a great deal that is positive about Unity and what you’ve all built here. Second, for now, we all have work to focus on, supporting our customers and
partners. Let’s focus on that.
Best,
John
https://www.businesswire.com/news/home/20220809005530/en/AppLovin-Submits-a-Compelling-Non-Binding-Proposal-to-Combine-with-Unity
Cautionary Statement Regarding Forward-Looking Statements
This communication includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “will,”
“expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. These statements are based on current expectations, estimates and projections about the
industry and markets in which Unity Software Inc. (“Unity”) and ironSource Ltd. (“ironSource”) operate and management’s beliefs and assumptions as to the timing and outcome of future events, including the transactions
described in this communication. While Unity’s and ironSource’s management believe the assumptions underlying the forward-looking statements are reasonable, such information is necessarily subject to uncertainties and may involve certain
risks, many of which are difficult to predict and are beyond management’s control. These risks and uncertainties include, but are not limited to the expected timing and likelihood of completion of the proposed transaction, including the timing,
receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the
outcome of any legal proceedings that may be instituted against the parties and others following announcement of the merger agreement; the inability to consummate the transaction due to the failure to obtain the requisite stockholder approvals or
the failure to satisfy other conditions to completion of the transaction; risks that the proposed transaction disrupts current plans and operations of Unity and ironSource; the ability to recognize the anticipated benefits of the transaction,
including anticipated synergies; the amount of the costs, fees, expenses and charges related to the transaction; Unity’s expected stock buyback occurring as planned or at all; and the other risks and important factors contained and identified
in Unity’s and ironSource’s filings with the Securities and Exchange Committee (“SEC”), such as Unity’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021
and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and ironSource’s Annual Report on Form 20-F
for the fiscal year ended December 31, 2021 and subsequent Current Reports on Form 6-K, any of which could cause actual results to differ materially from the forward-looking statements in this
communication.
