Filed by Acies Acquisition Corp.
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Of the Securities Exchange Act of 1934
Subject Company: PLAYSTUDIOS Inc.
Commission File No. 001-39652
Date: February 1, 2021
MGM-Backed Playstudios Agrees to $1.1 Billion SPAC Deal
By: Christopher Palmeri and Gillian Tan
February 1, 2021
(Bloomberg) -- Playstudios Inc., an online game operator backed by
casino giant MGM Resorts International, is going public via a $1.1
billion merger with a special purpose acquisition company.
The Las Vegas-based business, which offers free-to-play online
blackjack and slot-machine games, said Monday it’s combining with
Acies Acquisition Corp., a shell company founded last year. Acies’s
chairman is Jim Murren, former chief executive officer of MGM.
Bloomberg News reported on talks between the parties last week.
Playstudios’ founder and CEO, Andrew Pascal, will continue in that
role with the new company. Playstudios shareholders will receive
$150 million in cash and own about 64% of the shares of the new
Institutional investors are putting $250 million into the business.
Those investors include BlackRock Inc., Neuberger Berman Funds and
MGM Resorts, which offers perks like free rooms to Playstudios
players to build loyalty. MGM will own about 10% after its
As with most social online games, customers can opt to purchase an
in-game currency to continue playing and reach higher levels.
Playstudios’ twist is that they simultaneous earn points in the
company’s own loyalty program, which can be traded in for
real-world prizes like tickets to shows or discounted meals.
The company plans to release a prerecorded investor presentation on
Tuesday at 8:30 a.m. New York time.
In an interview, Pascal, 55, said he’ll use the money raised
through offering to grow the business.
“We’ll now have the currency and capital to go acquire other
companies and games,” he said.
(Updates with comments from CEO starting in seventh paragraph.)
IMPORTANT LEGAL INFORMATION
Additional Information and Where to Find It
This communication relates to a proposed transaction between
PLAYSTUDIOS Inc. (“PLAYSTUDIOS”) and Acies Acquisition Corp.
(“Acies”). This communication does not constitute an offer
to sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Acies intends to file a
registration statement on Form S-4 with the U.S. Securities and
Exchange Commission (the “SEC”), which will include a
document that serves as a prospectus and proxy statement of Acies,
referred to as a proxy statement / prospectus. A proxy statement /
prospectus will be sent to all Acies shareholders. Acies also will
file other documents regarding the proposed transaction with the
SEC. Before making any voting decision, investors and security
holders of Acies are urged to read the registration statement, the
proxy statement / prospectus and all other relevant documents filed
or that will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction.
Investors and security holders will be able to obtain free copies
of the registration statement, the proxy statement / prospectus and
all other relevant documents filed or that will be filed with the
SEC by Acies through the website maintained by the SEC at
The documents filed by Acies with the SEC also may be obtained free
of charge at Acies’ website at https://aciesacq.com/sec-filings/ or
upon written request to 1219 Morningside Drive, Suite 110 Manhattan
Beach, California 90266.
Participants in Solicitation
Acies and PLAYSTUDIOS and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Acies’ shareholders in connection with the proposed
transaction. A list of the names of such directors and executive
officers and information regarding their interests in the business
combination will be contained in the proxy statement / prospectus
when available. You may obtain free copies of these documents as
described in the preceding paragraph.
Forward-Looking Statements Legend
This communication contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between PLAYSTUDIOS and Acies. These
forward-looking statements generally are identified by the words
“forecast,” “believe,” “budget,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,” “will
likely result,” and similar expressions. Forward-looking statements
are predictions, projections and other statements about future
events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the
forward-looking statements in this document, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of Acies’ securities, (ii) the risk that the transaction may not be
completed by Acies’ business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by Acies, (iii) the failure to satisfy the conditions to
the consummation of the transaction, including the approval of the
related merger agreement by the shareholders of Acies, the
satisfaction of the minimum trust account amount following any
redemptions by Acies’ public shareholders and the receipt of
certain governmental and regulatory approvals, (iv) the lack of a
third party valuation in determining whether or not to pursue the
proposed transaction, (v) the inability to complete the related
PIPE investment, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the related
merger agreement, (vii) the effect of the announcement or pendency
of the transaction on PLAYSTUDIOS’ business relationships,
operating results and business generally, (viii) risks that the
proposed transaction disrupts current plans and operations of
PLAYSTUDIOS, (ix) the outcome of any legal proceedings that may be
instituted against PLAYSTUDIOS or against Acies related to the
related merger agreement or the proposed transaction, (x) the
ability to maintain the listing of Acies’ securities on a national
securities exchange, (xi) changes in the competitive and regulated
industries in which PLAYSTUDIOS operates, variations in operating
performance across competitors, changes in laws and regulations
affecting PLAYSTUDIOS’ business and changes in the combined capital
structure, (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed transaction, and identify and realize additional
opportunities, (xiii) PLAYSTUDIOS’ ability to raise financing in
the future, (xiv) the impact of COVID-19 on PLAYSTUDIOS’ business
and/or the ability of the parties to complete the proposed
transaction, (xv) costs related to the transaction and the failure
to realize anticipated benefits of the transaction or to realize
any financial projections or estimated pro forma results and the
related underlying assumptions, including with respect to estimated
Acies shareholder redemptions, and (xvi) other risks and
uncertainties indicated from time to time in the registration
statement containing the proxy statement / prospectus discussed
below relating to the proposed business combination, including
those under “Risk Factors” therein, and in Acies’ other filings
with the SEC. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks
and uncertainties described in the “Risk Factors” section of Acies’
registration on Form S-1 (File No. 333-249297) and on the
registration statement on Form S-4 to be filed by Acies with the
SEC, and other documents filed by Acies from time to time with the
SEC. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and PLAYSTUDIOS and Acies assume no obligation and do
not intend to update or revise these forward-looking statements,
whether as a result of new information, future events or otherwise.
Neither PLAYSTUDIOS nor Acies gives any assurance that either
PLAYSTUDIOS or Acies, or the combined company, will achieve its