Playtika Holding Corp. (NASDAQ: PLTK), a mobile games pioneer and
interactive entertainment leader, today announced it has entered
into a definitive agreement to acquire SuperPlay, a mobile gaming
company based in Tel Aviv, Israel, for $700 million, and additional
contingent consideration of up to $1.25 billion, subject to
achieving certain financial targets over three years. The
transaction is expected to add an experienced team to Playtika with
a track record of launching new, successful games, and is expected
to be a meaningful growth driver for Playtika once consummated.
Founded in 2019 by former Playtika employees
Gilad Almog and Eyal Netzer, along with industry veteran Elad
Drory, SuperPlay has emerged as expert game makers with two
successful titles - Dice Dreams, a fast-growing Coin Looter game,
and Domino Dreams, a popular Board game, and two more games
currently in development. In 2024, both Dice Dreams and Domino
Dreams have grown rapidly, boasting a combined 1.7 million Average
Daily Active Users as of August. Gilad and Eyal will continue to
lead SuperPlay as its own studio within Playtika.
“We see the acquisition of SuperPlay as a key
move in strengthening Playtika’s leadership in mobile gaming,
driving growth with scaled titles, and unlocking new
opportunities,” said Robert Antokol, Chief Executive Officer.
“SuperPlay’s proven talent and success in navigating complex
environments align seamlessly with our team. Together, we’re
expanding our ability to deliver exceptional experiences to players
worldwide.”
“We’re incredibly excited for this opportunity,”
said Gilad Almog and Eyal Netzer. “It is a testament to our amazing
team who bring creativity and passion to everything we make. With
Playtika's backing and support, we'll continue growing the most
memorable and engaging games in their category, and exchange
knowledge that will propel each other to new heights.”
Strategic and Financial Benefits for the
Acquisition
- Acquires scaled growing titles in the high-growth Coin Looters
and Board categories
- Addition of a talented development team with two proven hits
and two more in the pipeline
- Cultural alignment with founders and team
- Expected to move the needle for Playtika’s proforma growth
- Earnout transaction structure rewards performance while
mitigating downside risk
Proposed Transaction Structure
Playtika will acquire SuperPlay for $700 million
in up-front consideration, subject to customary working capital
adjustments, which is expected to be funded using balance sheet
cash. Additional contingent consideration of up to $1.25 billion is
subject to SuperPlay achieving certain financial targets for 2025,
2026, and 2027. Annual earnout quantum and eligibility are
contingent on both revenue and Adjusted EBITDA performance. The
earnout payments, if any, are expected to be funded via cash
generated from ongoing operations and the company’s balance sheet.
Playtika is evaluating its financing alternatives and debt
maturities in the near-term.
The Company remains committed to its quarterly
dividend and capital return program. This transaction has been
approved by the Board of Directors of Playtika and of SuperPlay.
The transaction is expected to close in the fourth quarter of 2024.
The proposed acquisition is subject to the satisfaction of
customary closing conditions and regulatory approvals. The Company
will provide updated M&A capital allocation guidance as part of
FY2024 earnings.
Guidance
Playtika will update its guidance for the fiscal year during Q3
2024 earnings.
Webcast and Conference Call Information
Playtika management will host a conference call
at 5:30 a.m. Pacific Time (8:30 a.m. Eastern Time) tomorrow to
discuss the transaction. The conference call can be accessed via a
webcast accessible at investors.playtika.com. A replay of the call
will be available through the website one hour following the
call.
Advisors
Morgan Stanley & Co. LLC is acting as
exclusive financial advisor to Playtika and Furth, Wilensky,
Mizrachi, Knaani – Law Offices is serving as legal counsel. The
Raine Group and Aream & Co are acting as financial advisors to
SuperPlay. Raz, Dlugin & Co. is serving as legal counsel.
About SUPERPLAY, LTD.
Founded in 2019 by industry veterans Gilad
Almog, Eyal Netzer, and Elad Drory, SuperPlay is one of the fastest
growing mobile gaming companies in the world. Headquartered in
Israel with additional offices in Ukraine and Romania, they are
known for their class-leading production value, marketing, and
analytics expertise. Since its founding, SuperPlay has launched two
back-to-back hit games: Dice Dreams and Domino Dreams, building a
brand that players around the world love, and disrupting two genres
with innovative gameplay. SuperPlay is backed by NFX, 83North,
VGames, General Catalyst, Key1 Capital, O.G. Venture Partners, and
Gal Ventures.
About Playtika Holding Corp.
Playtika (NASDAQ: PLTK) 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.Forward Looking Information
This press release contains “forward-looking
statements” within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 and Section 21E of the Exchange Act.
All statements other than statements of historical facts contained
in this press release, including statements regarding the
completion of the transaction and the timing thereof as well as the
effects thereof, our liquidity profile and our capital allocation
strategy, are forward-looking statements. Further, statements that
include words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “future,” “intend,” “intent,” “may,” “might,”
“potential,” “present,” “preserve,” “project,” “pursue,” “should,”
“will,” or “would,” or the negative of these words or other words
or expressions of similar meaning may identify forward-looking
statements.
We have based these forward-looking statements
largely on our current expectations and projections about future
events and trends that we believe may affect our financial
condition, results of operations, business strategy, short-term and
long-term business operations and objectives, and financial needs.
The achievement or success of the matters covered by such
forward-looking statements involves significant risks,
uncertainties and assumptions, including, but not limited to, the
risks and uncertainties discussed in our filings with the
Securities and Exchange Commission. Moreover, we operate in a very
competitive and rapidly changing environment and industry. As a
result, it is not possible for our management to assess the impact
of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and
assumptions, the forward-looking statements discussed in this press
release may not occur and actual results could differ materially
and adversely from those anticipated, predicted or implied in the
forward-looking statements. Playtika does not undertake any
obligation to update any forward-looking statements to reflect
subsequent events or circumstances, except as required by law.
Important factors that could cause actual
results to differ materially from estimates or projections
contained in the forward-looking statements include without
limitation:
- actions of our majority shareholder
or other third parties that influence us;
- our reliance on third-party
platforms, such as the iOS App Store, Facebook, and Google Play
Store, to distribute our games and collect revenues, and the risk
that such platforms may adversely change their policies;
- our reliance on a limited number of
games to generate the majority of our revenue;
- our reliance on a small percentage
of total users to generate a majority of our revenue;
- our free-to-play business model,
and the value of virtual items sold in our games or in the
SuperPlay portfolio, is highly dependent on how we manage the game
revenues and pricing models;
- our inability to obtain necessary
governmental or other approvals in a timely fashion or at all or
our inability to otherwise complete this acquisition and integrate
the SuperPlay portfolio into our operations successfully or realize
the anticipated benefits of the acquisition;
- our inability to refinance our
revolving credit facility which is set to expire in March 2026 or
otherwise obtain additional financing, in each case, on favorable
terms or at all;
- the ability of the SuperPlay
portfolio to compete in a highly competitive industry with low
barriers to entry;
- our ability to retain existing
players, attract new players and increase the monetization of our
player base;
- we have significant indebtedness
and are subject to the obligations and restrictive covenants under
our debt instruments;
- the impact of the COVID-19 pandemic
or other health epidemics on our business and the economy as a
whole;
- our controlled company status;
- legal or regulatory restrictions or
proceedings could adversely impact our business, including the
SuperPlay portfolio, and limit the growth of our operations;
- risks related to our international
operations and ownership, including our significant operations in
Israel and Ukraine and the fact that our controlling stockholder is
a Chinese-owned company;
- geopolitical events such as the
Wars in Israel and Ukraine;
- our reliance on key personnel,
including our ability to retain the key personnel of
SuperPlay;
- market conditions or other factors
affecting the payment of dividends, including the decision whether
or not to pay a dividend;
- uncertainties regarding the amount
and timing of repurchases under our stock repurchase program;
- security breaches or other
disruptions could compromise our information or our players’
information and expose us to liability; and
- our inability to protect our
intellectual property and proprietary information could adversely
impact our business.
Contacts
Investor
Relations |
|
Press
Contact |
Tae Lee |
|
Eric Barnes |
Tael@playtika.com |
|
Eric.barnes@trailrunnerint.comm |
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