Playtika Announces Preliminary Results of Previously Announced Tender Offer
HERZLIYA, Israel, October 4, 2022 /PRNewswire/ — Playtika Holding Corp. (NASDAQ: PLTK) (“Playtika“), a market leader in mobile gaming technology and entertainment with a portfolio of multiple game titles, today announced the preliminary results of its previously announced tender offer to purchase up to 51,813,472 issued and outstanding common shares of Playtika, par value $0.01 per share (each, one “To share“, and collectively, “Shares“) or a lower number of Shares duly contributed and not correctly withdrawn, at a price of $11.58 per share (the “Take-over bid“), which expired one minute after 11:59 p.m., New York City It’s time Monday, October 3, 2022.
Based on the preliminary count made by American Stock Transfer & Trust Company, LLC, the tender offer depositary (the “Depositary“), 74,041,076 Shares have been validly tendered and have not been properly withdrawn.
Pursuant to the terms and conditions of the tender offer, and based on the preliminary results communicated by the custodian, Playtika plans to purchase approximately 51,813,472 shares, for a total cost of approximately $600 million, excluding costs and expenses related to the Public Offer. The number of Shares that Playtika intends to purchase under the Tender Offer represents approximately 12.6% of the total number of Shares outstanding at September 30, 2022. Playtika expects to have approximately 360,922,005 shares outstanding immediately upon payment for shares purchased under the tender offer.
Due to the oversubscription of the tender offer, based on the preliminary count described above, Playtika will agree to purchase on a pro rata basis approximately 69.98% of the shares properly tendered and not properly withdrawn.
The number of Shares expected to be purchased by Playtika and pro rata information are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary and is based on the assumption that all Shares tendered by notice of guaranteed delivery will be delivered within the two trading day settlement period. The final number of Shares to be purchased by Playtika and final pro rata information will be announced following the Custodian’s completion of the confirmation process. Payment for the shares accepted for purchase under the tender offer will take place shortly thereafter.
DF King & Co., Inc. is serving as information agent for the tender offer and American Stock Transfer & Trust Company, LLC is serving as depositary. For any questions relating to the tender offer, please contact the Information Agent, DF King & Co., Inc. at [email protected] or call toll free at (877) 871-1741.
Playtika is a market leader in mobile games technology and entertainment with a portfolio of multiple game titles. Founded in 2010, Playtika was among the first to offer free social games on social networks and, soon after, on mobile platforms. Based in Herzliya, Israel, and driven by a mission to entertain the world through endless ways to play, Playtika has employees in offices around the world.
Additional information regarding the tender offer
This press release is for informational purposes only. This is not a recommendation to buy or sell Shares or any other Playtika security, nor is it an offer to buy or a solicitation of an offer to sell Shares.
Playtika has filed with the United States Securities and Exchange Commission (the “SECOND“) a tender offer statement on Schedule TO, including an offer to purchase, related cover letter and related documents. The tender offer will only be made pursuant to of the offer to purchase, related cover letter and other related documents filed as part of the issuer’s tender offer statement on Schedule TO, in each case as “it may be amended or supplemented from time to time. Shareholders should carefully read the Offer to Purchase, the related cover letter and other related documents, as they contain important information, including the various terms and conditions of the public takeover bid.
Shareholders may obtain a free copy of the Tender Offer Statement on Schedule TO, the Tender Offer, the Related Letter of Transmittal and Related Materials on the SEC’s website at address www.sec.gov. In addition, free copies of these documents may be obtained by contacting DF King & Co., Inc., the information agent for the tender offer, toll-free at (877) 871-1741.
This press release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, including statements regarding the timing and size of the tender offer. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. In addition, statements that include words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “could”, “present”, “preserve”, “project”, “pursue”, “will” or “would” or the negative form of these words or other words or expressions of similar meaning may identify forward-looking statements.
Important factors that could cause actual results to differ materially from the estimates or projections contained in the forward-looking statements include, but are not limited to:
- Playtika’s ability to complete the tender offer, including Playtika’s ability to satisfy the terms of the tender offer and the number of Shares Playtika is able to purchase pursuant to the take-over bid ;
- Playtika’s ability to realize the benefits contemplated by the public offering;
- Any adverse impact the tender offer may have on Playtika and the trading market for Playtika common stock;
- Playtika’s reliance on third-party platforms, such as iOS App storeFacebook and Google Play Store, to distribute Playtika’s games and collect revenue, and the risk that these platforms change their policies in a negative way;
- Playtika’s reliance on a limited number of games to generate the majority of its revenue;
- Playtika’s reliance on a small percentage of total users to generate the majority of its revenue;
- Playtika’s free game business model and the value of virtual items sold in Playtika’s games are highly dependent on how Playtika manages game revenue and pricing models;
- Playtika’s inability to make acquisitions and successfully integrate acquired businesses could limit its growth or disrupt its plans and operations;
- Playtika may be unable to successfully develop new games;
- Playtika’s ability to compete in a highly competitive industry with low barriers to entry;
- Playtika has significant debt and is subject to obligations and covenants under its debt obligations;
- the impact of the COVID-19 pandemic on Playtika’s business and the economy as a whole;
- the impact of economic recession or periods of increased inflation, and any reduction in household spending on the types of optional entertainment offered by Playtika;
- Playtika’s controlled company status;
- changes in the financial condition or liquidity requirements, or rules or regulatory requirements applicable to the group of shareholders controlling Playtika;
- the number of Shares that the Giant/Alpha Group will contribute;
- legal or regulatory restrictions or procedures could adversely impact Playtika’s business and limit the growth of Playtika’s operations;
- risks relating to Playtika’s international operations and ownership, including significant Playtika operations in Israel, Ukraine and Belarus and the fact that Playtika’s majority shareholder group includes a Chinese-owned company;
- Playtika’s dependence on key personnel;
- security breaches or other disruptions could compromise Playtika’s information or the information of its players and expose Playtika to liability; and
- Playtika’s failure to protect its intellectual property and proprietary information could negatively impact Playtika’s business.
Other factors that could cause future events to differ, potentially materially, from actual results, financial or otherwise, from those discussed or implied by the forward-looking statements include the risks and uncertainties discussed in the filings by Playtika with the SEC. Although Playtika believes that the expectations reflected in the forward-looking statements are reasonable, Playtika cannot guarantee that the results, levels of activity, performance or future events and circumstances reflected in the forward-looking statements will be achieved or occur, and the results reported should should not be taken as an indication of future performance. Given these risks and uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements.
Except as required by law, Playtika undertakes no obligation to update forward-looking statements for any reason to conform such statements to actual results or to changes in Playtika’s expectations.