Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
August 15 2022 - 5:05PM
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 15, 2022.
Dear All,
I wanted to update you on our planned merger
with Unity. As we discussed in the All Hands last week, AppLovin made a hostile proposal for Unity. Today, Unity announced that their
Board of Directors unanimously rejected AppLovin’s proposal and strongly reaffirmed their commitment to partnering with ironSource.
The boards of directors and leadership teams
of ironSource and Unity continue to strongly believe that the combination of our two companies will create a stronger, more profitable,
and above all creator-centric company. Together, we will be better able to continue investing in building tools to further creator success,
whether that’s helping them create more content users love, or turning that content into a successful business.
We’re continuing to work on advancing the
transaction with the goal of closing in the fourth quarter of this year. As discussed, until that happens we remain two separate, independent
companies, and we should all stay focused on doing what we do best - empowering our customers to succeed. That focus and dedication is
what has brought us this far and will continue to be critical moving forward.
As a reminder, if any of you are contacted by
the media or investors, please make sure not to respond and to forward those inquiries to the marketing, IR and legal teams.
As always, I truly appreciate all the hard work
and dedication. We will continue to keep you posted.
Thanks,
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 (“Unity”) and ironSource (“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; Unity’s ability to meet revised financial guidance; 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 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
shareholders, as applicable, when 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 shareholders 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.
Media Contacts
Nathan Riggs/Tom Davies
Kekst CNC
Nathan.Riggs@kekstcnc.com/Tom.Davies@kekstcnc.com
Investor Relations contact:
Daniel Amir
Head of Investor Relations
Daniel.amir@is.com
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