This Tender Offer Statement on Schedule TO relates to an offer
by Playtika Holding Corp., a Delaware corporation (“Playtika” or
the “Company”), to exchange (the “Option Exchange”) outstanding
eligible stock options (“eligible options”) to purchase up to an
aggregate of 13,523,596 shares of Playtika’s common stock, whether
vested or unvested, that were granted under Playtika’s 2020
Incentive Award Plan (the “2020 Plan”).
These eligible options may be exchanged for a lesser number of new
restricted stock units (“RSUs”) to be granted under the 2020 Plan
upon the terms and subject to the conditions set forth in the Offer
to Exchange Certain Outstanding Stock Options for Restricted Stock
Units dated November 14, 2022 (the “Offer to Exchange”),
attached hereto as Exhibit (a)(1)(i), the Election Terms and
Conditions, attached hereto as Exhibit (a)(1)(iv), the other
exhibits hereto, and other related materials as may be amended or
supplemented from time to time.
These documents, as they may be amended or supplemented from time
to time, together constitute the “Disclosure Documents.” Employees,
consultants and other individual service providers who are eligible
for the option exchange (“eligible service providers”) include the
active employees, consultants and other independent service
providers of Playtika or of Playtika’s majority-owned subsidiaries
who continue to provide services to Playtika or Playtika’s
majority-owned subsidiaries through the completion of the Option
Exchange, as further described in the Disclosure Documents. Members
of Playtika’s board of directors do not hold any eligible options
and are not eligible to participate in the Option Exchange.
The information in the Disclosure Documents, including all
schedules and annexes to the Disclosure Documents, is incorporated
herein by reference to answer the items required in this
Schedule TO.
| ITEM 1 |
SUMMARY TERM SHEET.
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The information set forth under the caption “Summary Term Sheet and
Questions and Answers” in the Offer to Exchange is incorporated
herein by reference.
| ITEM 2 |
SUBJECT COMPANY INFORMATION.
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(a) Name and Address. Playtika Holding Corp., a
Delaware corporation (“Playtika”), is the issuer of the securities
subject to the Offer to Exchange. Playtika maintains its principal
executive offices at HaChoshlim St 8, Herzliya Pituach, Israel.
Playtika’s telephone number is 972-73-316-3251.
(b) Securities. The subject class of securities
consists of the eligible options. The actual number of shares of
common stock subject to the RSUs to be issued in the Option
Exchange will depend on the number of shares of common stock
subject to the unexercised options tendered by eligible service
providers and accepted for exchange and cancelled. The information
set forth in the Offer to Exchange under the captions “Summary Term
Sheet and Questions and Answers,” “Risks of Participating in the
Option Exchange,” and Sections 2, 6 and 9 of the Offer to Exchange
under the caption “The Offer to Exchange” entitled “Types of Awards
Granted in the Option Exchange; Number of New RSUs; Completion
Date,” “Acceptance of Options for Exchange; Grant of New RSUs,” and
“Source and Amount of Consideration; Terms of New RSUs” is
incorporated herein by reference.
The subject class of securities consists of the eligible options.
The actual number of new RSUs to be granted in the Option Exchange
will depend on the number of shares of Playtika common stock
subject to the eligible options that are exchanged. The information
set forth in the Offer to Exchange under the captions “Summary Term
Sheet and Questions and Answers” and “Risks of Participating in the
Option Exchange,” and Sections 2, 6 and 9 of the Offer to Exchange
under the caption “The Offer to Exchange” entitled “Types of Awards
Granted in the Option Exchange; Number of New RSUs; Completion
Date,” “Acceptance of Options for Exchange; Grant of New RSUs,” and
“Source and Amount of Consideration; Terms of New RSUs,”
respectively, is incorporated herein by reference.
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