SCHEDULE 13D
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CUSIP No. 72815L 107 |
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Page
12
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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 Issuers 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). |
Item 4. |
Purpose of Transaction. |
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. |
Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: