PLAYSTUDIOS, Inc. Announces Results of the Offer to Purchase and Consent Solicitation Relating to Its Warrants
May 17 2022 - 7:45PM
Business Wire
PLAYSTUDIOS, Inc. (NASDAQ: MYPS) (“PLAYSTUDIOS” or the
“Company”), the creator of the playAWARDS loyalty platform and an
award-winning developer of free-to-play mobile and social games,
today announced the results of its offer to purchase (the “Offer”)
all of its outstanding public warrants and private placement
warrants (collectively, the “Warrants”) to purchase shares of its
Class A common stock, par value $0.0001 per share, at a purchase
price of $1.00 in cash per Warrant, without interest, which expired
at 12:00 midnight, Eastern Time at the end of the day on May 13,
2022.
PLAYSTUDIOS also solicited consents (the “Consent Solicitation”)
to amend the Warrant Agreement, dated as of October 22, 2020, by
and between PLAYSTUDIOS and Continental Stock Transfer & Trust
Company, which governs all of the Warrants (the “Warrant
Agreement”), to permit PLAYSTUDIOS to redeem each outstanding
Warrant for $0.90 in cash, without interest, which is 10% less than
the price applicable to the Offer (such amendment, the “Warrant
Amendment”). Pursuant to the terms of the Warrant Agreement, the
adoption of the Warrant Amendment required the consent of holders
of at least 65% of the outstanding public warrants as it relates to
the public warrants and the consent of holders of at least 65% of
the outstanding private placement warrants as it relates to the
private placement warrants.
The Company has been advised that (i) a total of 1,792,463
public warrants were properly tendered and not properly withdrawn,
which amount represents approximately 25% of the outstanding public
warrants, and (ii) none of the outstanding private placement
warrants were properly tendered and not properly withdrawn.
Pursuant to the terms of the Offer, the Company expects to pay an
aggregate of $1,792,463 in cash in exchange for such public
warrants. Such payment will be made promptly. Based on the
percentage of warrants tendered, the Warrant Amendment was not
approved.
The Offer was made pursuant to an Offer to Purchase and Consent
Solicitation and Letter of Transmittal and Consent, and certain
other materials contained in the Company’s tender offer statement
on Schedule TO originally filed with the SEC on April 1, 2022, as
amended from time to time (the “Offer to Purchase”), and available
at www.sec.gov.
PJT Partners LP acted as the Dealer Manager for the Offer.
Alliance Advisors, LLC acted as the Information Agent for the
Offer, and Broadridge Corporate Issuer Solutions, Inc. acted as the
Depositary for the Offer. All questions concerning the Offer should
be directed to Alliance Advisors, LLC at (800) 429-6652
(toll-free).
This announcement is for informational purposes only and shall
not constitute an offer to purchase or a solicitation of an offer
to sell the Warrants. The Offer and Consent Solicitation were made
only through the Schedule TO and Offer to Purchase.
About PLAYSTUDIOS, Inc
PLAYSTUDIOS, Inc. (Nasdaq: MYPS) creator of the groundbreaking
playAWARDS loyalty platform is a publisher and developer of
award-winning mobile games, including the iconic Tetris® mobile
app, POP! Slots, myVEGAS Slots, myVEGAS Blackjack, my KONAMI Slots,
myVEGAS Bingo, and MGM Slots Live. The playAWARDS loyalty platform
enables players to earn real-world rewards from a global collection
of iconic hospitality, entertainment, and leisure brands.
playAWARDS partners include MGM Resorts International, Wolfgang
Puck, Norwegian Cruise Line, Resorts World, IHG, Bowlero, Gray Line
Tours, and Hippodrome Casino among others. Founded by a team of
veteran gaming, hospitality, and technology entrepreneurs,
PLAYSTUDIOS apps combine the best elements of popular casual games
with compelling real-world benefits. To learn more about
PLAYSTUDIOS, visit www.playstudios.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements about the results for the Offer and
Consent Solicitation. Actual results may differ materially from the
results predicted, and reported results should not be considered as
an indication of future performance. Forward-looking statements
include all statements that are not historical facts and can be
identified by terms such as “may,” “might,” “will,” “should,”
“expects,” “plans,” “anticipates,” “intends,” “believes,”
“estimates,” “predicts,” “potential,” or “continue,” the negative
of these terms and other comparable terminology that conveys
uncertainty of future events or outcomes. These forward-looking
statements involve known and unknown risks, uncertainties,
assumptions, and other factors that may cause actual results to
differ materially from statements made in this press release,
including the number of warrant holders that responded and elected
to participate in the Offer and Consent Solicitation; our ability
to recognize the anticipated benefits of the Offer and Consent
Solicitation; changes in applicable laws or regulations, including
those that pertain to tender offers; and the possibility that we
may be adversely affected by legal and regulatory developments and
general market, political, economic and business conditions. Other
potential risks and uncertainties that could cause actual results
to differ from the results predicted include, among others, those
risks and uncertainties included under the caption “Risk Factors”
in our Annual Report on Form 10-K for the twelve months ended
December 31, 2021, filed with the SEC on March 3, 2022 and in other
filings we make with the SEC from time to time. All information
provided in this release is based on information available to us as
of the date of this press release and any forward-looking
statements contained herein are based on assumptions that we
believe are reasonable as of this date. Undue reliance should not
be placed on the forward-looking statements in this press release,
which are inherently uncertain. We undertake no duty to update this
information unless required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220517006304/en/
PLAYSTUDIOS Investor
Relations IR@playstudios.com
Media Relations Amy Rossetti media@playstudios.com
PLAYSTUDIOS (NASDAQ:MYPS)
Historical Stock Chart
From Jun 2024 to Jul 2024
PLAYSTUDIOS (NASDAQ:MYPS)
Historical Stock Chart
From Jul 2023 to Jul 2024