HERZLIYA, Israel, Oct. 4, 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 the preliminary
results of its previously announced tender offer to purchase 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withdrawn, at a price of $11.58 per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 (the "Tender Offer"), which expired one minute after
11:59 p.m., New York City time, on Monday, October 3, 2022.
Based on the preliminary count by American Stock Transfer &
Trust Company, LLC, the depositary for the Tender Offer (the
"Depositary"), 74,041,076 Shares were validly tendered and
not properly withdrawn.
In accordance with the terms and conditions of the Tender Offer,
and based on the preliminary results reported by the Depositary,
Playtika expects to purchase approximately 51,813,472 Shares, for
an aggregate cost of approximately $600
million, excluding fees and expenses relating to the Tender
Offer. The number of Shares that Playtika expects to purchase in
the Tender Offer represents approximately 12.6% of the total number
of Shares outstanding as of September 30,
2022. Playtika expects to have approximately 360,922,005
Shares outstanding immediately following payment for the Shares
purchased in the Tender Offer.
Due to the oversubscription of the Tender Offer, based on the
preliminary count described above, Playtika will accept for
purchase on a pro rata basis approximately 69.98% of the Shares
properly tendered and not properly withdrawn.
The number of Shares expected to be purchased by Playtika and
the proration information are preliminary and subject to change.
The preliminary information contained in this press release is
subject to confirmation by the Depositary and is based on the
assumption that all Shares tendered through notice of guaranteed
delivery will be delivered within the two trading day settlement
period. The final number of Shares to be purchased by Playtika and
the final proration information will be announced following the
completion by the Depositary of the confirmation process. Payment
for the Shares accepted for purchase under the Tender Offer will
occur promptly thereafter.
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.
Playtika has filed 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 are 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 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 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 SEC. 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