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The tender offer is not conditional on the contribution of a minimum number of Shares. The tender offer is subject to certain conditions, including that it may be modified or terminated by Playtika in certain circumstances, which are described in detail in the tender offer. Specific instructions and a full explanation of the terms and conditions of the tender offer are contained in the offer to purchase, related letter of transmittal and other related documents, which will be mailed to shareholders. registered as soon as possible.
Following an in-depth review of strategic alternatives by the special committee composed entirely of disinterested and independent directors (the ” Special Committee “) of the board of directors (the ” Plank “) of Playtika, the Special Committee and the Board, based on the facts and circumstances described in the tender offer for the tender offer, believe, after considering, with management and their respective advisors, Playtika’s operations, financial condition, capital requirements, strategy and expectations for the future, and in light of information provided by Playtika’s majority shareholder group, Playtika Holding UK II Limited, Alpha Frontier Limited, Shanghai Cibi Business Information Consultancy Co., Ltd., Shanghai Jukun Network Technology Co., Ltd., Giant Network Group Co., Ltd., Giant Investment Co., Ltd., Yuzhu Shi Hazlet Global Limited, Equal Sino Limited and Jingshi (collectively, the ” Giant/Alpha Group “), regarding Giant/Alpha Group’s obligations and the requirements of their lenders, that the tender offer is in the best interests of Playtika and its shareholders (including all shareholders other than Giant/Alpha Group ), including to avoid an adverse impact on Playtika and unaffiliated shareholders from the potential exercise of creditor remedies by Giant/Alpha Group lenders or Giant/Alpha Group having to liquidate a substantial portion of its position.
Giant/Alpha Group has entered into this tender agreement, dated August 26, 2022 (there ” tender agreement “) with Playtika, which requires, among other things, that Giant/Alpha Group tender at least 211,711,155 shares to the offer and not withdraw such shares except as permitted by the terms of the offer agreement , including the right to withdraw such number of Shares as may be necessary (1) to bring about the contribution of the Shares which will result in $323 million in gross proceeds payable to Giant/Alpha Group, and (2) to maintain a 51.7% interest on a fully diluted basis after the offering.
None of Playtika, members of its board of directors (or any committee thereof), the Information Agent, the Depositary or any of Playtika’s other representatives or advisers for the public offer tender offer or any representative or adviser of any of the foregoing for the tender offer makes no recommendation as to whether or not a shareholder will participate in the tender offer.
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.
Today, Playtika will file 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 takeover bid.
Shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, the related cover letter and related documents 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 completion, 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 commence and 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 the takeover 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 store Facebook 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.
Additional factors that could cause actual future events and results, financial or otherwise, to differ, potentially materially, from those discussed or implied by the forward-looking statements include the risks and uncertainties discussed in the filings. by Playtika with the Securities and Exchange Commission. 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.