SCHEDULE 13D
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| CUSIP No. 72815L 107 |
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Page 12 of 13 Pages |
This Amendment No. 7 supplements and amends the
Schedule 13D filed on April 6, 2021, the Schedule 13D/A filed
on May 11, 2021, the Schedule 13D/A filed on January 24,
2022, the Schedule 13D/A filed on February 25, 2022, the
Schedule 13D/A filed on June 28, 2022, the Schedule 13D/A
filed on August 24, 2022 and the Schedule 13D/A filed on
August 29, 2022 by the Reporting Persons (as defined below)
(as so amended, the “Schedule 13D”), relating to the
common stock, par value $0.01 per share (“Shares”),
of Playtika Holding, Inc., a Delaware corporation (the
“Issuer” or “Playtika”). This
Amendment is being filed to disclose the acceptance by the Company
of 27,943,938 Shares tendered by the Reporting Persons pursuant to
the Issuer’s previously disclosed tender offer. Except as
specifically provided herein, this Amendment No. 7 does not
modify any of the information previously reported in the Schedule
13D. Unless otherwise indicated herein, capitalized terms used but
not defined in this Amendment No. 7 shall
have the same meanings herein as are ascribed to such terms in the
Schedule 13D.
This Amendment No. 7 is being filed by:
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i. |
Playtika Holding UK II Limited
(“PHUKII”);
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ii. |
Alpha Frontier Limited (“Alpha”);
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iii. |
Shanghai Cibi Business Information Consultancy Co.,
Ltd (“Shanghai Cibi”);
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iv. |
Shanghai Jukun Network Technology Co., Limited.
(“Shanghai Jukun”);
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v. |
Giant Network Group Co., Limited
(“Giant”);
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vi. |
Giant Investment Co., Limited (“Giant
Investment”);
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viii. |
Hazlet Global Limited (“Hazlet”);
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ix. |
Equal Sino Limited (“Equal Sino”);
and
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x. |
Jing Shi (each of the foregoing is referred to as a
“Reporting Person” and collectively as the
“Reporting Persons”).
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| Item 4. |
Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended and supplemented as
follows:
(a) and (b)
Tender Offer Announcement
As announced on a Schedule TO-I filed on
October 11, 2022, the Issuer has closed its tender offer (the
“Offer”) for the purchase of up to 51,813,472 Shares,
at a price of $11.58 per Share (the “Purchase
Price”). As disclosed in the Offer to Purchase, the
Reporting Persons had agreed to participate in the Offer and to
tender at least 211,711,155 Shares in the Offer, subject to
withdrawal rights as set forth in the Tender Agreement, including
the right to withdraw Shares as may be necessary (i) to result
in tendering such Shares as will result in $323 million in
gross proceeds payable to the Reporting Persons and (ii) for
the Reporting Person to maintain an ownership of 51.7% on a
fully-diluted basis, as defined in the Tender Agreement. Prior to
completion of the Offer, the Reporting Persons partially exercised
its withdrawal rights and ultimately PHUKII tendered 39,858,779
Shares in the Offer. Due to the oversubscription of the Offer,
Playtika accepted for purchase on a pro rata basis approximately
70.1% of the Shares properly tendered and not properly withdrawn.
As a result, PHUKII had 27,943,938 Shares accepted for purchase in
the Offer.
| Item 5. |
Interests in Securities of the Issuer.
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Item 5(c) of the Schedule 13D is hereby amended and supplemented
as follows: