ironSource Transaction Expected to Deliver
Significant Benefits for Shareholders and Position Combined Company
for Increased Value Creation
Unity Board Determines AppLovin Proposal Would
Not Reasonably Be Expected to Result in a Superior Proposal to
Unity’s Agreement with ironSource
Unity (NYSE: U) (the “Company”) today announced that its Board
of Directors (the “Board”) has completed a thorough financial and
strategic evaluation of the unsolicited proposal from AppLovin
(NASDAQ: APP), with the assistance of outside financial and legal
advisors, and has unanimously determined that it is not in the best
interests of Unity shareholders and would not reasonably be
expected to result in a “Superior Proposal” as defined in Unity’s
merger agreement with ironSource (NYSE: IS). The Unity Board
reaffirms its recommendation to Unity’s shareholders to vote in
favor of the previously announced ironSource transaction and
recommends against the unsolicited AppLovin proposal. The Unity
Board is committed to acting in the best interests of Unity
shareholders with a focus on driving long-term sustainable value
creation.
John Riccitiello, President and Chief Executive Officer of
Unity, said, “The Board continues to believe that the ironSource
transaction is compelling and will deliver an opportunity to
generate long-term value through the creation of a unique
end-to-end platform that allows creators to develop, publish, run,
monetize, and grow live games and real-time 3D content seamlessly.
We remain committed to and enthusiastic about Unity’s agreement
with ironSource and the substantial benefits it will create for our
shareholders and Unity creators.”
The ironSource Transaction Represents Outstanding Value
Creation Opportunity for Unity Shareholders
- Combining Unity and ironSource will form the industry’s first
end-to-end platform to power creators’ success as they build, run,
manage, grow, and monetize live games and real-time 3D content
across their lifecycle. The transaction will drive better economic
outcomes for customers by bringing together the Unity game engine
and editor, Unity Ads, and the rest of Unity Gaming Services (UGS)
with ironSource’s best-in-class mediation and publishing
platforms.
- The combined company is expected to generate a run rate of $1
billion in Adjusted EBITDA by the end of 2024, and the combination
is expected to generate $300 million in annual EBITDA synergies by
year three.
- In connection with the merger, Unity’s Board of Directors has
authorized a 24-month share buyback program of up to $2.5 billion,
effective upon closing of the merger.
- Unity shareholders Silver Lake and Sequoia have fully committed
to purchase an aggregate of $1 billion in convertible notes from
Unity at closing, demonstrating their belief in the value creation
potential of the merger.
Goldman Sachs & Co. LLC and Morgan Stanley are serving as
financial advisors to Unity, and Morrison & Foerster, Richard
Layton & Finger and Herzog, Fox & Neeman are serving as its
legal advisors.
About Unity Software Inc. (Unity)
Unity is the world’s leading platform for creating and operating
interactive, real-time 3D (RT3D) content. Creators, ranging from
game developers and architects to automotive designers, filmmakers,
and more, use Unity to make their creations come to life. Unity’s
platform provides a comprehensive set of software solutions to
create, operate, and monetize interactive, real-time 2D and 3D
content for mobile phones, tablets, PCs, consoles, and augmented
and virtual reality devices. For more information, please visit
www.unity.com.
Unity uses its website (investors.unity.com), filings with the
SEC, press releases, public conference calls, and public webcasts
as means of disclosing material nonpublic information and for
complying with its disclosure obligations under Regulation FD.
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, including
anticipated synergies; the amount of the costs, fees, expenses and
charges related to the transaction; Unity’s expected stock buyback
occurring as planned or at all; 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 has 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 preliminary 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 it is declared effective by the SEC. Unity and ironSource also
plan to file other relevant documents with the SEC regarding the
proposed transaction. INVESTORS ARE URGED TO READ THE PRELIMINARY
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 preliminary joint proxy
statement/prospectus 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, are contained in the
preliminary 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220815005220/en/
Investor Relations: Richard Davis ir@unity3d.com
Media Relations: Eric Brielmann / Kaitlin Kikalo Joele
Frank, Wilkinson Brimmer Katcher pr-unity-jf@joelefrank.com (212)
355-4449
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