Item 8.01 Other Events.
On August 24, 2022, the Board of Directors (the Board) of Playtika Holding Corp. (the Company)
approved the disclosure of certain information related to its previously announced strategic alternative process in anticipation of commencing a potential issuer self-tender offer (the Offer) to repurchase up to $600 million
in shares of common stock, par value $0.01, of the Company (Shares) in the near future at a fixed price based on a customary premium for issuer self-tender offers. The size of the Offer to be repurchased, the price per Share, and
the timing of the Offer will depend on a variety of factors, including market conditions, regulatory requirements, and other corporate considerations. Furthermore, the Company may decide not to commence the Offer and, if commenced, could amend or
terminate the Offer in accordance with applicable law and the terms of the Offer.
In the fall of 2021, the Companys 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) indicated to the Company that it was interested in selling a portion of its Shares. The Company agreed, at the direction of the Board, to
cooperate with the Giant/Alpha Group to seek to launch a secondary offering to sell a portion of the Shares held by the Giant/Alpha Group in the fourth quarter of 2021. The Company prepared and confidentially submitted with the Securities and
Exchange Commission a registration statement; however, following the Companys 2021 third quarter earnings release, the Giant/Alpha Group ultimately declined to proceed with the offering, based on market conditions. Following that process, in
late 2021, the Giant/Alpha Group indicated to the Company that it was interested in potentially exploring its options to sell a significant portion of its Shares to address its liquidity needs arising from debt maturities involving certain members
of the Giant/Alpha Group.
On January 24, 2022, following further discussions between the Company and the Giant/Alpha Group regarding
the Giant/Alpha Groups potential interest in selling Shares, the Giant/Alpha Group and the Company jointly announced the Giant/Alpha Groups intent to explore options to sell approximately 15-25% of
the Companys total outstanding Shares. Following this announcement, the Company, at the instruction of the Board, communicated to the Giant/Alpha Group that, based on the market conditions, the current market price of the Companys
Shares, in-bound interest regarding a potential purchase of the Company received by Raine Securities LLC (Raine), who at the time was engaged as the Companys financial advisor, and the
interest in seeking strategic alternatives in which all of the Companys stockholders could participate and benefit, the Company intended to publicly announce its intention to review its strategic alternatives to seek to maximize value for all
stockholders, for which the Giant/Alpha Group expressed support. On February 24, 2022, the Company publicly announced that the Board initiated a process to evaluate strategic alternatives to maximize value for stockholders, including evaluating
a potential sale of the entire Company or other possible transactions. After such Board approval, the Company also instructed Raine to initiate an outreach process to explore third-party interest in a potential strategic transaction. On
February 25, 2022, the Giant/Alpha Group publicly disclosed its support of the Company initiating such a process.
In light of the
Giant/Alpha Groups ongoing liquidity needs and the Companys announcement of its independent review of its strategic alternatives, and the potential conflicts that could arise in connection therewith, on March 4, 2022, the Board formed
the Special Committee of the Board (the Special Committee), comprised of independent and disinterested directors, pursuant to a charter granting the Special Committee authority to consider, investigate, evaluate, analyze,
negotiate, reject and make recommendations to the Board to approve or reject, any definitive agreements, arrangements, waivers or consents entered into or given by the Company in connection with potential strategic alternatives available to the
Company, including a potential strategic transaction that could result in a change of control of the Company. The Special Committees charter also granted it authority to determine not to pursue any transaction. After interviewing several law
firms and financial advisors, the Special Committee retained Sidley Austin LLP (Sidley) and Richards, Layton & Finger PA (RLF) as its legal counsel, and Raine and Houlihan Lokey, Inc.
(Houlihan) as its financial advisors.
Following its formation, and after receiving advice from its legal counsel, the
members of the Special Committee confirmed that they were independent and disinterested with respect to the strategic alternatives review process. The Special Committee met over 40 times between its formation and August 24, 2022 in connection
with the strategic alternatives review process. Beginning in March 2022 and with the assistance of and guidance from its