HERZLIYA, Israel, Aug. 29,
2022 /PRNewswire/ -- Playtika Holding Corp.
(NASDAQ: PLTK) ("Playtika"), a mobile gaming entertainment
and technology market leader with a portfolio of multiple game
titles, today announced that it has commenced a tender offer for
the purchase of up to 51,813,472 shares of Playtika's issued and
outstanding common stock, par value $0.01 per share (each, a "Share," and
collectively, "Shares") or such lesser number of Shares as
are properly tendered and not properly withdrawn, at a price of
$11.58 per Share, to be paid to the
seller in cash less any applicable withholding taxes, in accordance
with the terms and subject to the conditions described in the offer
to purchase, the related letter of transmittal and other related
materials, as each may be amended or supplemented from time to
time.
The closing price of the Shares on The Nasdaq Global Select
Market on August 26, 2022, the last
full trading day before the start of the tender offer, was
$10.92 per Share. The tender offer is
scheduled to expire one minute after 11:59
P.M., New York City Time, September
26, 2022, unless the offer is extended or terminated.
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 will be mailed to
stockholders of record promptly.
Following an extensive review of strategic alternatives by the
Special Committee comprised solely of disinterested and independent
directors (the "Special Committee") of the Board of
Directors (the "Board") of Playtika, the Special Committee
and the Board, based on the facts and circumstances described in
the offer to purchase for the tender offer, believe, after
reviewing, with management and their respective advisors,
Playtika's operations, financial condition, capital needs,
strategy, and expectations for the future, and in light of the
information provided by Playtika's controlling shareholder 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"), regarding the Giant/Alpha Group's debt obligations and
requirements of their lenders, that the tender offer is in the best
interests of Playtika and its stockholders (including all the
stockholders other than the Giant/Alpha Group), including to avoid
a potentially negative impact on Playtika and unaffiliated
stockholders of the potential exercise of creditors' remedies by
the Giant/Alpha Group's lenders or the Giant/Alpha Group having to
liquidate a substantial portion of its position.
The Giant/Alpha Group has 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 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 Offer.
None of Playtika, the members of its Board (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.
Today, Playtika will be filing 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 will be 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 commence and 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 Securities and Exchange Commission.
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