Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
August 09 2022 - 4:31PM
Edgar (US Regulatory)
Filed by ironSource Ltd.
Pursuant to Rule 425
under the Securities Act of 1933
Subject Company: Unity Software
Commission File No.: 001-39497
The following email was sent to all ironSource
employees by Tomer Bar-Zeev Chairman and Chief Executive Officer of ironSource on August 9, 2022
Hi All,
You might have seen a press release just issued
by Applovin detailing their offer to buy Unity. We wanted to share a few important points:
This is a one-sided proposal from Applovin to
Unity.
We view this as a testament to the value of our
proposed deal with Unity and the power of the combined company we will create.
We think it reflects a defensive, desperate move
from Applovin, and we feel strongly that our deal is superior.
I look forward to seeing you all at our quarterly
All Hands on Thursday.
Best,
Tomer
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes forward-looking statements.
These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,”
“foresees,” “forecasts,” “estimates” or other words or phrases of similar import. These statements
are based on current expectations, estimates and projections about the industry and markets in which Unity Software Inc. (“Unity”)
and ironSource Ltd. (“ironSource”) operate and management’s beliefs and assumptions as to the timing and outcome of
future events, including the transactions described in this communication. While Unity’s and ironSource’s management believe
the assumptions underlying the forward-looking statements are reasonable, such information is necessarily subject to uncertainties and
may involve certain risks, many of which are difficult to predict and are beyond management’s control. These risks and uncertainties
include, but are not limited to the expected timing and likelihood of completion of the proposed transaction, including the timing, receipt
and terms and conditions of any required governmental and regulatory approvals of the proposed transaction; the occurrence of any
event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings
that may be instituted against the parties and others following announcement of the merger agreement; the inability to consummate the
transaction due to the failure to obtain the requisite stockholder approvals or the failure to satisfy other conditions to completion
of the transaction; risks that the proposed transaction disrupts current plans and operations of Unity and ironSource; the ability to
recognize the anticipated benefits of the transaction; the amount of the costs, fees, expenses and charges related to the transaction;
and the other risks and important factors contained and identified in Unity’s and ironSource’s filings with the Securities
and Exchange Committee (“SEC”), such as Unity’s Annual Report on Form 10-K for the fiscal year ended December 31,
2021 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and ironSource’s Annual Report on
Form 20-F for the fiscal year ended December 31, 2021 and subsequent Current Reports on Form 6-K, any of which could cause
actual results to differ materially from the forward-looking statements in this communication.
There can be no assurance that the proposed transaction
will in fact be consummated. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements
speak only as of the date of this press release. Neither Unity nor ironSource is under any duty to update any of these forward-looking
statements after the date of this communication, nor to conform prior statements to actual results or revised expectations, and neither
Unity nor ironSource intends to do so.
Important Information for Investors and
Stockholders
In connection with the proposed transaction, Unity
had filed with the SEC a registration statement on Form S-4 that includes a preliminary joint proxy statement of Unity and ironSource
that also constitutes a prospectus of Unity, which joint proxy statement/prospectus will be mailed or otherwise disseminated to Unity’s
and ironSource’s respective securityholders, as applicable, when declared effective by the SEC and it becomes available. Unity and
ironSource also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION.
Investors and securityholders may obtain free
copies of the registration statement and the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents
filed by Unity and ironSource with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by the
companies will be available free of charge on their respective websites at www.unity.com and www.is.com.
Participants in Solicitation
Unity, ironSource and their respective directors
and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information
about the directors and executive officers of Unity is set forth in its proxy statement for its 2022 annual meeting of stockholders, which
was filed with the SEC on April 20, 2022. Information about the directors and executive officers of ironSource is set forth in its
Annual Report on Form 20-F for the fiscal year ended December 31, 2021, which was filed with the SEC on March 30, 2022.
These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in
the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained
in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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