This Tender Offer Statement on Schedule TO relates to an offer by Playtika Holding
Corp., a Delaware corporation (“Playtika” or the “Company”), to exchange (the “Option Exchange”) outstanding eligible stock options (“eligible options”) to purchase up to an aggregate of 13,523,596 shares of
Playtika’s common stock, whether vested or unvested, that were granted under Playtika’s 2020 Incentive Award Plan (the “2020 Plan”).
These eligible options may be exchanged for a lesser number of new restricted stock units (“RSUs”) to be granted under the 2020 Plan
upon the terms and subject to the conditions set forth in the Offer to Exchange Certain Outstanding Stock Options for Restricted Stock Units dated November 14, 2022 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(i), the
Election Terms and Conditions, attached hereto as Exhibit (a)(1)(iv), the other exhibits hereto, and other related materials as may be amended or supplemented from time to time.
These documents, as they may be amended or supplemented from time to time, together constitute the “Disclosure Documents.”
Employees, consultants and other individual service providers who are eligible for the option exchange (“eligible service providers”) include the active employees, consultants and other independent service providers of Playtika or of
Playtika’s majority-owned subsidiaries who continue to provide services to Playtika or Playtika’s majority-owned subsidiaries through the completion of the Option Exchange, as further described in the Disclosure Documents. Members of
Playtika’s board of directors do not hold any eligible options and are not eligible to participate in the Option Exchange.
The
information in the Disclosure Documents, including all schedules and annexes to the Disclosure Documents, is incorporated herein by reference to answer the items required in this Schedule TO.
| ITEM 1 |
SUMMARY TERM SHEET. |
The information set forth under the caption “Summary Term Sheet and Questions and Answers” in the Offer to Exchange is incorporated herein by
reference.
| ITEM 2 |
SUBJECT COMPANY INFORMATION. |
(a) Name and Address. Playtika Holding Corp., a Delaware corporation (“Playtika”), is the issuer of the securities subject to the Offer
to Exchange. Playtika maintains its principal executive offices at HaChoshlim St 8, Herzliya Pituach, Israel. Playtika’s telephone number is
972-73-316-3251.
(b)
Securities. The subject class of securities consists of the eligible options. The actual number of shares of common stock subject to the RSUs to be issued in the Option Exchange will depend on the number of shares of common stock subject
to the unexercised options tendered by eligible service providers and accepted for exchange and cancelled. The information set forth in the Offer to Exchange under the captions “Summary Term Sheet and Questions and Answers,” “Risks of
Participating in the Option Exchange,” and Sections 2, 6 and 9 of the Offer to Exchange under the caption “The Offer to Exchange” entitled “Types of Awards Granted in the Option Exchange; Number of New RSUs; Completion
Date,” “Acceptance of Options for Exchange; Grant of New RSUs,” and “Source and Amount of Consideration; Terms of New RSUs” is incorporated herein by reference.
The subject class of securities consists of the eligible options. The actual number of new RSUs to be granted in the Option Exchange will depend on the number
of shares of Playtika common stock subject to the eligible options that are exchanged. The information set forth in the Offer to Exchange under the captions “Summary Term Sheet and Questions and Answers” and “Risks of Participating in
the Option Exchange,” and Sections 2, 6 and 9 of the Offer to Exchange under the caption “The Offer to Exchange” entitled “Types of Awards Granted in the Option Exchange; Number of New RSUs; Completion Date,”
“Acceptance of Options for Exchange; Grant of New RSUs,” and “Source and Amount of Consideration; Terms of New RSUs,” respectively, is incorporated herein by reference.
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