Amended Tender Offer Statement by Issuer (sc To-i/a)
March 27 2023 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 8
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Rule 14d-100)
Playtika
Holding Corp.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, $0.01 par value
(Title of Class of Securities)
72815L 107
(CUSIP Number
of Class of Securities)
Robert Antokol
Chief Executive Officer
c/o Playtika Ltd.
HaChoshlim St 8
Herzliya
Pituach, Israel
972-73-316-3251
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with copies to:
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Michael A. Treska
Darren Guttenberg
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626 (714) 540-1235 |
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Michael Cohen
Chief Legal Officer and
Secretary c/o Playtika Ltd.
HaChoshlim St 8 Herzliya
Pituach, Israel
972-73-316-3251
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
AMENDMENT NO. 8 TO SCHEDULE TO
This Amendment No. 8 (this Amendment) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the U.S.
Securities and Exchange Commission (the SEC) on August 29, 2022 (together with any amendments and supplements thereto, the Schedule TO) by Playtika Holding Corp., a Delaware corporation (the Company),
relating to the offer by the Company to purchase up to 51,813,472 shares of its common stock, par value $0.01 per share (the Shares), at a price of $11.58 per Share, as defined in the Offer to Purchase (defined below), to the seller in
cash, less any applicable withholding taxes and without interest. The Companys offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 29, 2022 (together with any amendments or
supplements thereto, the Offer to Purchase), filed as Exhibit (a)(1)(A) to the Schedule TO, and the related Letter of Transmittal (together with any amendments or supplements thereto) filed as Exhibit (a)(1)(B) to the Schedule TO.
This Amendment is being filed to amend and supplement the Schedule TO as described below. Except as amended hereby to the extent specifically provided herein,
all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment by reference. Capitalized terms used and not otherwise defined in this
Amendment shall have the meanings assigned to such terms in the Schedule TO.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(A)(1)(J) Notice of Extension of Deadline to Submit the Declaration Form and Supplemental Declaration Form or the ITA Waiver.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Playtika Holding Corp. |
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Date: March 27, 2023 |
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By: |
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/s/ Craig Abrahams |
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Craig Abrahams |
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President and Chief Financial Officer |
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