Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2024

Commission File Number: 001-39896

PLAYTIKA HOLDING CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

81-3634591

(State of other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

c/o Playtika Ltd.

HaChoshlim St 8

Herzliya Pituach, Israel, 4672408

972-73-316-3251

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

PLTK

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b 2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.

Regulation FD Disclosure.

On September 18, 2024, Playtika Holding Corp. (the “Company”) issued a press release announcing that the Company and Playtika Ltd. (“Playtika Limited”), a wholly owned subsidiary of the Company, entered into a Share Purchase Agreement with SuperPlay Ltd. (“SuperPlay”), the shareholders of SuperPlay (the “Sellers”) and Gigi Levy-Weiss, as the shareholder representative, pursuant to which, subject to the terms and conditions thereof, Playtika Limited agreed to acquire from the Sellers all of the issued and outstanding share capital of SuperPlay (the “Transaction”) for an aggregate purchase price equal to (i) $700.0 million, payable at the Closing, subject to certain post-closing adjustments, plus (ii) earnout payments of up to $1.250 billion. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.

Also on September 18, 2024, the Company made available an investor presentation regarding the Transaction on its investor relations website. A copy of the presentation is attached hereto as Exhibit 99.2 and is incorporated in this Item 7.01 by reference.

Also on September 18, 2024, the Company distributed to its stockholders a letter from Robert Antokol, the Company’s Chief Executive Officer, regarding the Transaction. A copy of the letter is attached hereto as Exhibit 99.3 and is incorporated in this Item 7.01 by reference.

In connection with the announcement of the Transaction, a memorandum was sent to the Company’s employees on September 18, 2024. A copy of the memo is attached hereto as Exhibit 99.4 and is incorporated in this Item 7.01 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2, 99.3 and 99.4, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press release issued on September 18, 2024

99.2		Investor Presentation, dated September 18, 2024

99.3		Letter to Stockholders, dated September 18, 2024

99.4		Employee Memorandum

104		Cover page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		PLAYTIKA HOLDING CORP.
		Registrant

Date: September 18, 2024	By:	/s/ Craig Abrahams
		Craig Abrahams
		President and Chief Financial Officer

Exhibit 99.1

Playtika Enters into Agreement to Acquire SuperPlay, Creator of Hit Mobile Games Dice Dreams and Domino Dreams

•

Acquisition of SuperPlay Expected to Provide Attractive Growth Opportunity at a Meaningful Scale

•

Adds a Proven Studio with a Track Record of Launching and Scaling New Games

•

Acquisition Expected to Close in the Fourth Quarter of 2024

•

Management will Host a Live Q&A Session Tomorrow at 5:30 a.m. Pacific Time

Herzliya, Israel - September 18, 2024 - 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.com

Exhibit 99.2 PLAYTIKA ANNOUNCES DEAL TO ACQUIRE SUPERPLAY SEPTEMBER 18, 2024

Forward-Looking Statements This presentation 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 presentation, 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. 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, 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 the 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, Ukraine and Belarus 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. 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 our filings with the Securities and Exchange Commission. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we 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. The forward-looking statements speak only as of the date they are made. Except as required by law, we undertake no obligation to update any forward-looking statements for any reason to conform these statements to actual results or to changes in our expectations. 2

AGENDA OVERVIEW OF SUPERPLAY 01 ACQUISITION RATIONALE 02 TRANSACTION STRUCTURE 03 Q&A 04 3

SUPERPLAY TO JOIN PLAYTIKA SKILLED GAME DEVELOPERS WITH A HISTORY OF DELIVERING ENGAGING AND SUCCESSFUL MOBILE GAMES 4

SUPERPLAY’S UNIQUE GROWTH STORY “TWO FOR TWO” BOTH GAMES IN PORTFOLIO ARE SUCCESSFUL EXAMPLES OF NEW $265M +157% (1) LAUNCHES THAT BROKE INTO THE US TOP 100 GAMES LIST Consolidated LTM Consolidated LTM (4) (4) Revenue Revenue Growth Achieved $100MM run-rate (2) revenues in 35 months 1.7 M +85% Consolidated Consolidated % YoY Currently #3 globally in the (5) (5) Avg. DAUs DAU Growth (3) Coin Looters Category Achieved $100MM run-rate (2) revenues in 20 months + TWO MORE GAMES IN THE Currently #1 globally in the DEVELOPMENT PIPELINE (3) Board Category 1. Source: Sensor Tower. “US Top 100 Games List” refers to the Top 100 mobile games by net revenue (US, iOS and Android, 3. In the month of August 2024, Dice Dreams was ranked #3 worldwide in the Coin Looters category and Domino Dreams ranked across all devices) for the month of August 2024 (US, iOS) where Dice Dreams and Domino Dreams ranked #24 and #90, #1 worldwide in the Board category based on Sensor Tower data. Coin Looters and Board represent sub-genres that Sensor respectively. Tower categorizes the two titles in, respectively. Ranking is based on net revenues (generated worldwide) for the month of 2. Dice Dreams launched in March 2020 and achieved $100MM+ annualized run-rate revenues (monthly revenue multiplied by 12 August 2024 across both iOS and Android App Stores and on all devices. 5 months) in January 2023. Domino Dreams launched in January 2023 and achieved it in August 2024. 4. Based on LTM Revenue as of Q2’24. 5. Based on consolidated DAUs for the month of August 2024.

SUPERPLAY SUPERPLAY AT A GLANCE Proven ability to identify attractive Founded in 2019 by two Two growing, successful titles with ~240 verticals of game-play and launch (1) Ex-Playtikans with HQ in Israel two more in the pipeline employees new, successful games RAPID TOPLINE GROWTH REVENUE BY GEO. (Q2’24) REVENUE BY GAME (Q2’24) (Revenue in USD millions) $265.3 Other 4% APAC 5% 15% $169.5 USA 55% $64.6 85% EMEA 35% $32.7 $1.0 $2.3 2019A 2020A 2021A 2022A 2023A Q2'24 LTM 1. As of September 2024. 6

THE ACQUISITION OF SUPERPLAY EXPANDS OUR PRESENCE IN HIGH-GROWTH CATEGORIES Substantially grows our Establishes immediate footprint in one of the scale for Playtika in a fastest-growing new category categories Category TAM’s 20 17.6% % YoY Growth 18 18 (1) (as of LTM Q2’24) 16 14 12 10 8.5% 9 8 5.2% 5 6 4 0.6% 1 2 0 Coin Looter Board All Casual All Mobile (2) (2) Coin Looters Board Casual Mobile Games All Mobile Games (3) LTM Q2’24 IAP Revenue $1.6B $0.5B $29B $77B LTM Downloads 0.1B 1.1B 14B 50B Note: All metrics are as of Q2’24, sourced from Sensor Tower, and excludes the impact of Monopoly Go!. 1. Category TAM is defined by % YoY Change in “LTM Q2’24 IAP Revenue” based on Sensor Tower. 2. The Coin Looters and Board categories are the sub-genres that Dice Dreams and Domino Dreams are categorized in (by Sensor Tower). 7 3. Reflects Revenue figures based on SensorTower’s Net IAP Revenue figures, which have been converted by dividing by 70% (assumes a 30% platform fee).

STRATEGIC AND FINANCIAL CONSIDERATIONS RETURN TO GROWTH BY M&A FINANCIAL CONSIDERATIONS • Acquires scaled, growing titles in the high-growth Coin • Expected to move the needle for Playtika’s pro forma Looters and Board categories growth • Acquires a talented development and live services • Earnout transaction structure rewards performance team with two proven hits and two more in the while mitigating downside risk pipeline • We remain committed to our ongoing capital returns • Cultural alignment with founders and team strategy 8

DICE DREAMS AND DOMINO DREAMS EXPECTED TO MOVE THE NEEDLE DICE DREAMS WOULD BECOME OUR FIFTH LARGEST GAME BY REVENUE Top Playtika Titles Ranked by Q2’24 Revenues (Pro Forma for SuperPlay Acquisition) #1 Established and #2 Maturing Category Winner Domino Dreams is Scaling Rapidly but Would Already be One of our Top 10 Titles by #3 #4 #5 Revenue Bingo Blitz Slotomania June's Journey Solitaire Grand Harvest Dice Dreams Domino Dreams Dice Dreams 9

PRO FORMA FINANCIAL PROFILE (Revenue in USD millions) +4.9% YoY • The addition of SuperPlay in our financials results in LTM Growth Revenue growth of 4.9% YoY $2,812 – Returns to growth our consolidated pro forma revenues in the near-to-medium term • SuperPlay is expected to be at near-breakeven adjusted (2) EBITDA on a standalone basis in 2025 with increasing $2,681 profitability thereafter • Earnout is subject to revenue growth targets and improving adjusted EBITDA profitability thresholds • Pro forma guidance for FY24 is expected to be provided as part of our FY24 third quarter earnings release LTM Q2'23 LTM Q2'24 (1) (1) 1. Both LTM Q2’24 and LTM Q2’23 include full year contributions from SuperPlay; however, only LTM Q2’24 includes contributions from Youda Games and InnPlay Labs. 2. Adjusted EBITDA as defined as net income before (i) interest expense, (ii) interest income, (iii) provision for income taxes, (iv) depreciation and amortization expense, (v) stock-based compensation, (vi) contingent 10 consideration, (vii) acquisition and related expense, and (viii) certain other items.

ACQUISITIONS ARE A CORE PART OF OUR STRATEGY (1) 9 OUT OF OUR TOP 11 TITLES REPRESENT ACQUIRED TITLES Acquired Acquired Acquired Acquired Acquired Acquired Acquired Acquired Acquired in 2012 in 2023 in 2018 in 2019 in 2014 in 2013 in 2019 in 2023 in 2021 PLAYTIKA HAS ACHIEVED ATTRACTIVE POST-ACQUISITION PURCHASE MULTIPLES IN PAST DEALS 2.3x 0.8x 0.5x 5.8x 1.1x 0.7x (3) (3) (2) (2) Purchase Revenue ...By 2021 …By 2023 Purchase Revenue ...By 2021 …By 2023 Multiple in Acquisition Multiple in Acquisition (3) (2) Year (2018) Year (2018) 1. Represents Playtika’s top 11 titles ranked by Q2’24 Revenue (excluding titles from SuperPlay). 2. June’s Journey (Wooga) was acquired in 2018 for $220M and generated $38M in its acquisition year (2018), $201M in 2021, and $294M in 2023. 11 3. Solitaire Grand Harvest (Supertreat) was acquired in 2019 for $174M (upfront plus earnouts) and generated $77M in its acquisition year (2019), $230M in 2021, and $322M in 2023.

PURCHASE CONSIDERATION AND EARNOUT TERMS • 3 potential, annual earnouts paid in ~March of 2026, 2027, and 2028 (all-cash consideration) $ Upfront Consideration $700M • Annual earnout quantum and eligibility are contingent on both revenue and adjusted EBITDA performance $ Retention Payment $50M – Quantum calculated by incremental revenues (above a prior period’s baseline) multiplied by a “multiplier” ranging from 0.75x to 2.50x (primarily determined by % YoY + $ Potential Earnout $1,250M revenue growth achieved that earnout year) (1) – Eligibility rules include adjusted EBITDA thresholds to align on path towards profitability • Structure aligns incentives as incremental consideration is = $ Max Potential contingent on success and results in a more attractive $2,000M effective purchase multiple Consideration 1. Adjusted EBITDA as defined as net income before (i) interest expense, (ii) interest income, (iii) provision for income taxes, (iv) depreciation and amortization expense, (v) stock-based compensation, (vi) contingent consideration, (vii) acquisition and related expense, and (viii) certain other items. 12

EARNOUT CONSIDERATION MECHANICS EARNOUT ELIGIBILITY TEST (BY YEAR) IF YES: MULTIPLE ON INCREMENTAL GROSS REVENUE YoY Rev. Growth Year 1 Year 2 Year 3 2025 Earnout (“Year 1”) • Year 1 $ Rev > $342M ≤ 20% 0.75x 0.75x 0.75x • Year 1 Adj. EBITDA ≥ ($10M) 20% 40% 1.00x 1.25x 1.25x 2026 Earnout (“Year 2”) • Year 2 $ Rev > Yr. 1 Rev (and Yr. 1 Rev ≥ $342M) • Year 1 Adj. EBITDA > ($35M) 40% 60% 1.25x 1.50x 1.50x • Year 2 Margin ≥ 5.0% 60% 80% 2.00x 1.75x 1.75x 2027 Earnout (“Year 3”) • Year 3 $ Rev > Yr. 2 Rev (and Yr. 1 Rev eligibility met) 80% 100% 2.25x 2.00x 2.00x • Year 1 Adj. EBITDA > ($35M) • Year 2 Margin ≥ 0.0% • Year 3 Margin ≥ 15.0% 100%+ 2.50x 2.25x 2.25x Multiple reduced by 0.25x if: • Year 2: EBITDA Margin ≥ 5% but ≤ 10% • Year 3: EBITDA Margin ≥ 15% but ≤ 20% Note: Based on the Share Purchase Agreement. 13

TRANSACTION STRUCTURE & CAPITAL DEPLOYMENT Purchase price of $700 million and additional contingent earnout considerations of up to $1.25 billion, subject to achieving certain financial targets over three years Purchase price to be funded by Future earnouts are expected to be funded from cash generated by ongoing (1) cash on balance sheet operations and the company’s balance sheet Unique, attractive opportunity supports capital Ongoing commitment to quarterly dividends and allocation at this scale share repurchases 1. We are evaluating our financing alternatives and debt maturities in the near-term. 14

PRO FORMA CAPITAL STRUCTURE Pro Forma Liquidity Debt Maturities (USD in billions) (USD in billions) • Upfront Payment of $700M Fully Funded by Cash • We are Evaluating Our Financing Alternatives and Debt on Balance Sheet Maturities in the Near-Term $1.8 $1.0 $0.6 $0.6 $0.4 Cash and Undrawn Total Term Senior Cash Revolver (2026 Maturity) Liquidity Loan Notes Equivalents (2028 Maturity) (2029 Maturity) Note: Balance sheet data as of June 30, 2024. Reflects pro forma for payment of $700M upfront consideration. 15

Exhibit 99.3

September 18, 2024

Dear Shareholders,

I am pleased to announce that Playtika has entered into a definitive agreement to acquire SuperPlay, a rapidly growing mobile gaming company known for its innovative and engaging titles, Dice Dreams and Domino Dreams, which are both Top 100 U.S. games¹.

Strategic Alignment and Growth Opportunities

This proposed acquisition strongly aligns with our strategic vision of acquiring best-in-class mobile gaming companies with potential for category leading franchises. SuperPlay is a company that very closely resembles our own business, both in terms of their relentless pursuit of delivering a premier mobile gaming experience and cultivating a base of loyal users who will come back to the game time and time again.

SuperPlay has two franchises with meaningful revenue scale, demonstrating strong financial performance that will contribute significantly to our top-line, and help further strengthen and diversify our portfolio of games while our business returns to revenue growth. Notably, the co-founders Gilad Almog and Eyal Netzer, have successfully launched and scaled two new games during a challenging period in the mobile gaming industry, and their success amidst industrywide difficulties highlights their exceptional capabilities and aligns with our commitment to innovation and growth.

By integrating SuperPlay’s games into our portfolio, we anticipate not only diversifying our game offerings but also capturing a larger share of the market. The team’s proven ability to navigate and thrive in a complex environment strengthens our confidence in the growth prospects of this acquisition.

Expanding Our Portfolio with Proven and Upcoming Titles

SuperPlay brings with it two successful games:

•

Dice Dreams: third largest game in the fast-growing Coin-Looter category. The team achieved $100M in run-rate revenue in less than three years². Further strengthens our position in this highly attractive genre.

•

Domino Dreams: the number one game in the Board category. Achieved $100M of run-rate revenue in less than two years². Expands our mobile game portfolio into a new genre of games.

¹	Source: Sensor Tower. “US Top 100 Games List” refers to the Top 100 mobile games by net revenue (US, iOS and Android, across all devices) for the month of August 2024 (US, iOS) where Dice Dreams and Domino Dreams ranked #24 and #90, respectively.

Dice Dreams launched in March 2020 and achieved $100MM+ annualized run-rate revenues (monthly revenue multiplied by 12 months) in January 2023. Domino Dreams launched in January 2023 and achieved it in August 2024. In the month of August 2024, Dice Dreams was ranked #3 worldwide in the Coin Looters category and Domino Dreams ranked #1 worldwide in the Board category based on Sensor Tower data. Coin Looters and Board represent sub-genres that Sensor Tower categorizes the two titles in, respectively. Ranking is based on net revenues (generated worldwide) for the month of August 2024 across both iOS and Android App Stores and on all devices.

These titles are expected to significantly expand our user base, adding approximately 1.7 million daily active users, and further strengthening our community of players. In addition, the team at SuperPlay has two more exciting titles in the development pipeline, which we believe have significant potential to resonate with our audience and drive future success.

Talent Retention and Mutual Success

We have structured this deal with an earnout arrangement that ensures mutual success and aligns the interests of both companies. This structure not only incentivizes continued strong revenue performance, but also aligns with Adjusted EBITDA targets that increase over time. In addition, the earn-out and retention bonus pool aid in the retention of incredibly talented members joining our team. We believe that retaining their expertise and creative vision is crucial for the ongoing success of both existing and upcoming titles. Gilad and Eyal will continue to lead SuperPlay as its own studio within Playtika.

Financial Impact and Monetization Opportunities

We anticipate that our acquisition of SuperPlay will contribute meaningfully to our revenue growth in the coming years as we invest in growth and drive increasing margins at SuperPlay in 2026 and beyond. We have a track record of acquiring and growing studios, nine out of our top eleven existing games have come via acquisition, and I’m delighted to add two more games to our industry leading portfolio. We see significant opportunities to enhance revenues across these titles. We are confident in replicating our past success.

Cultural Synergies

Founded by former employees of Playtika, SuperPlay shares our core values and vision, ensuring a strong cultural fit. Both companies are headquartered in Israel, which we believe will facilitate a seamless integration process.

Commitment to Shareholder Value

The acquisition of SuperPlay reflects our ongoing commitment to delivering long-term value to our shareholders. By investing in strategic growth opportunities and continuing to expand our portfolio with high quality games, we are positioning Playtika for sustained success in the evolving mobile gaming industry. Furthermore, we remain committed to our capital return strategy.

Looking Ahead

We remain optimistic about the enhanced prospects for our combined portfolio and the growth opportunities that lie ahead. The addition of SuperPlay’s proven and upcoming titles is expected to have a material positive impact on our growth outlook, helping us return to a trajectory of revenue growth.

We are committed to keeping you informed about the progress of this acquisition and its impact on our business. Further details will be shared in our conference call tomorrow morning.

Thank you for your continued support and confidence in Playtika.

Sincerely,

Robert Antokol

Chief Executive Officer and Chairperson of the Board

Exhibit 99.4

Date:

Wednesday 091824

To:	All Playtikans

From:

Robert Antokol, CEO

Subject: Playtika Welcomes SuperPlay

Dear Playtikans,

I’m excited to announce that we’ve officially entered into a definitive agreement to acquire SuperPlay, creators of the hit mobile games Dice Dreams and Domino Dreams. SuperPlay is an innovative and rapidly growing mobile gaming company located near our headquarters in Israel. This deal marks one of the largest in the global mobile gaming industry this year and the biggest in Playtika’s history.

Founded in 2019, SuperPlay has quickly become one of the fastest-growing mobile game developers. Dice Dreams and Domino Dreams have seen rapid growth, with both games achieving impressive engagement, attracting 1.7 million Average Daily Active Users. In addition, two more games are currently in development.

This acquisition also marks a personal homecoming for co-founders Gilad Almog and Eyal Netzer, who will be rejoining us in an exciting new capacity. Their passion and innovation align perfectly with our culture, and together, we’re ready to take on new challenges and unlock new opportunities.

With the addition of SuperPlay, we strengthen our position in the growing Coin Looter category and elevate Playtika’s portfolio with 2 more games now featured in the U.S. Top 100 mobile games.

SuperPlay’s talented team of approximately 300 members and contractors, located in Israel, Poland, Romania, and Ukraine, will continue to operate independently under the leadership of Gilad and Eyal.

We are confident that their creativity and passion for exceptional gaming, combined with our market-leading resources, will drive even greater success in the future.

This acquisition, following the Innplay acquisition last September, underscores our ongoing commitment to innovation and growth in the region.

As always, this success is only possible thanks to your continued dedication and hard work, and I’m incredibly proud of what we’ve achieved together.

Please join me in celebrating this milestone. We look forward to officially welcoming SuperPlay to the Cheetah team, with the deal expected to be finalized in Q4, pending customary closing conditions.

Let’s continue to innovate, collaborate, and grow—together.

Robert

Document and Entity Information	Sep. 18, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001828016
Document Type	8-K
Document Period End Date	Sep. 18, 2024
Entity File Number	001-39896
Entity Registrant Name	PLAYTIKA HOLDING CORP.
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	81-3634591
Entity Address, Address Line One	c/o Playtika Ltd.
Entity Address, Address Line Two	HaChoshlim St 8
Entity Address, City or Town	Herzliya Pituach
Entity Address, Country	IL
Entity Address, Postal Zip Code	4672408
City Area Code	972-73
Local Phone Number	316-3251
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	PLTK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false