UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 1
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Rule 14d-100)
Playtika
Holding Corp.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, $0.01 par value
(Title of Class of Securities)
72815L 107
(CUSIP Number
of Class of Securities)
Robert Antokol
Chief Executive Officer
c/o Playtika Ltd.
HaChoshlim St 8
Herzliya
Pituach, Israel
972-73-316-3251
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with copies to:
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Michael A. Treska
Darren Guttenberg
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626 (714) 540-1235 |
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Michael Cohen
Chief Legal Officer and
Secretary c/o Playtika Ltd.
HaChoshlim St 8 Herzliya
Pituach, Israel
972-73-316-3251
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☐ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This Amendment No. 1 (this Amendment) amends and supplements the Tender Offer Statement on Schedule TO
initially filed with the U.S. Securities and Exchange Commission (the SEC) on November 14, 2022 (together with any amendments and supplements thereto, the Schedule TO) by Playtika Holding Corp., a Delaware
corporation (the Company), relating to the offer by the Company to exchange outstanding eligible stock options to purchase up to an aggregate of 13,523,596 shares of the Companys common stock, whether vested or unvested,
that were granted under the Companys 2020 Incentive Award Plan for new restricted stock units. The Companys offer is being made upon the terms and subject to the conditions set forth in the Offer to Exchange, dated November 14, 2022
(together with any amendments or supplements thereto, the Offer to Exchange), filed as Exhibit (a)(1)(i) to the Schedule TO, and amended hereto.
This Amendment No. 1 is being filed in accordance with Rule 13e-4(c)(3) under the Exchange Act of 1934, as
amended. The Schedule TO and the Offer to Exchange are hereby amended, restated and supplemented as set forth below and as provided in this Amendment No. 1. Every Item in the Schedule TO is automatically updated, to the extent such Item
incorporates by reference any section of the Offer to Purchase that is amended, restated and supplemented in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO and the Offer to Exchange remains
unchanged and this Amendment does not modify any of the information previously reported on the Schedule TO. This Amendment No. 1 should be read in conjunction with the Schedule TO and the Offer to Exchange and the other documents that
constituted part of the Offer. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Offer to Exchange incorporated by reference herein.