Gaming

- Playtika Holding Corp. (NASDAQ: PLTK) (" Playtika "), a mobile gaming entertainment and technology market leader with a portfolio of multiple game titles, today announced that it has commenced a tender offer for the purchase of up to 51,813,472 shares of Playtika's issued and outstanding common stock, par value $0.01 per share (each, a " Share ," and collectively, " Shares ") or such lesser number of Shares as are properly tendered and not properly withdrawn, at a price of $11.58 per Share, to be paid to the seller in cash less any applicable withholding taxes, in accordance with the terms and subject to the conditions described in the offer to purchase, the related letter of transmittal and other related materials, as each may be amended or supplemented from time to time.

The closing price of the Shares on The Nasdaq Global Select Market on August 26, 2022 , the last full trading day before the start of the tender offer, was $10.92 per Share. The tender offer is scheduled to expire one minute after 11:59 P.M. , New York City Time, September 26, 2022 , unless the offer is extended or terminated.

The tender offer is not conditioned on a minimum number of Shares being tendered. The tender offer is subject to certain terms and conditions, including that it may be amended or terminated by Playtika under certain circumstances, which are described in detail in the offer to purchase. Specific instructions and a complete explanation of the terms and conditions of the tender offer are contained in the offer to purchase, the related letter of transmittal and other related materials, which will be mailed to stockholders of record promptly.

Following an extensive review of strategic alternatives by the Special Committee comprised solely of disinterested and independent directors (the " Special Committee ") of the Board of Directors (the " Board ") of Playtika, the Special Committee and the Board, based on the facts and circumstances described in the offer to purchase for the tender offer, believe, after reviewing, with management and their respective advisors, Playtika's operations, financial condition, capital needs, strategy, and expectations for the future, and in light of the information provided by Playtika's controlling 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 Jing Shi (collectively, the " Giant/Alpha Group "), regarding the Giant/Alpha Group's debt obligations and requirements of their lenders, that the tender offer is in the best interests of Playtika and its stockholders (including all the stockholders other than the Giant/Alpha Group), including to avoid a potentially negative impact on Playtika and unaffiliated stockholders of the potential exercise of creditors' remedies by the Giant/Alpha Group's lenders or the Giant/Alpha Group having to liquidate a substantial portion of its position.

The Giant/Alpha Group has entered into that certain Tender Agreement, dated as of August 26, 2022 (the " Tender Agreement ") with Playtika, which requires, among other things, that the Giant/Alpha Group tender at least 211,711,155 Shares in the Offer and not withdraw such Shares except as permitted under the terms of the Tender Agreement, including the right to withdraw such number of Shares as may be necessary (1) to result in tendering such Shares as will result in $323 million in gross proceeds payable to the Giant/Alpha Group, and (2) to maintain an ownership of 51.7% on a fully diluted basis after the Offer.

None of Playtika, the members of its Board (or any committee thereof), the information agent, the depositary or any of Playtika's other representatives or advisors for the tender offer or any representatives or advisors of any of the foregoing for the tender offer makes any recommendation as to whether or not any stockholder should participate in the tender offer.

D.F. King & Co., Inc. is serving as the information agent for the tender offer and American Stock Transfer & Trust Company, LLC is serving as the depositary. For all questions relating to the tender offer, please contact the information agent, D.F. King & Co., Inc. at playtika@dfking.com or call toll-free at (877) 871-1741.

About Playtika

Playtika is a mobile gaming entertainment and technology market leader with a portfolio of multiple game titles. Founded in 2010, Playtika was among the first to offer free-to-play social games on social networks and, shortly after, on mobile platforms. Headquartered in Herzliya, Israel, and guided by a mission to entertain the world through infinite ways to play, Playtika has employees across offices worldwide.

Additional Information Regarding the Tender Offer

This press release is for informational purposes only. It is not a recommendation to buy or sell Shares or any other securities of Playtika, and is neither an offer to purchase nor a solicitation of an offer to sell Shares.

Today, Playtika will be filing with the United States Securities and Exchange Commission (the " SEC ") a tender offer statement on Schedule TO, including an offer to purchase, a related letter of transmittal and related materials. The tender offer will only be made pursuant to the offer to purchase, the related letter of transmittal and other related materials filed as part of the issuer tender offer statement on Schedule TO, in each case as may be amended or supplemented from time to time. Stockholders should read carefully the offer to purchase, the related letter of transmittal and other related materials because they contain important information, including the various terms of, and conditions to, the tender offer.

Stockholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, the related letter of transmittal and related materials at the SEC's website at www.sec.gov . In addition, free copies of these documents may be obtained by contacting D.F. King & Co., Inc., the information agent for the tender offer, toll-free at (877) 871-1741.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the U.S. 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. Further, statements that include words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "present," "preserve," "project," "pursue," "will," or "would," or the negative 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 estimates or projections contained in the forward-looking statements include without limitation:

  • Playtika's ability to commence and complete the tender offer, including Playtika's ability to satisfy the conditions to the tender offer and the number of Shares Playtika is able to purchase pursuant to the tender offer;
  • Playtika's ability to achieve the benefits contemplated by the tender offer;
  • Any adverse impact that the tender offer may have on Playtika and the trading market for Playtika's common stock;
  • Playtika's reliance on third-party platforms, such as the iOS App Store , Facebook, and Google Play Store, to distribute Playtika's games and collect revenues, and the risk that such platforms may adversely change their policies;
  • 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 a majority of its revenue;
  • Playtika's free-to-play business model, and the value of virtual items sold in Playtika's games, is highly dependent on how Playtika manages the game revenues and pricing models;
  • Playtika's inability to complete acquisitions and integrate any acquired businesses successfully 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 indebtedness and is subject to the obligations and restrictive covenants under its debt instruments;
  • the impact of the COVID-19 pandemic on Playtika's business and the economy as a whole;
  • the impact of an economic recession or periods of increased inflation, and any reductions to household spending on the types of discretionary entertainment that Playtika offers;
  • Playtika's controlled company status;
  • changes in the financial situation or liquidity requirements of, or regulatory rules or requirements applicable to, Playtika's controlling stockholder group;
  • the number of Shares that the Giant/Alpha Group will tender;
  • legal or regulatory restrictions or proceedings could adversely impact Playtika's business and limit the growth of Playtika's operations;
  • risks related to Playtika's international operations and ownership, including Playtika's significant operations in Israel , Ukraine and Belarus and the fact that Playtika's controlling stockholder group includes a Chinese-owned company;
  • Playtika's reliance on key personnel;
  • security breaches or other disruptions could compromise Playtika's information or its players' information and expose Playtika to liability; and
  • Playtika's inability to protect its intellectual property and proprietary information could adversely impact Playtika's business.

Additional factors that may cause future events and actual results, financial or otherwise, to differ, potentially materially, from those discussed in or implied by the forward-looking statements include the risks and uncertainties discussed in Playtika's filings 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 future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur, and reported results should not be considered as an indication of future performance. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Except as required by law, Playtika undertakes no obligation to update any forward-looking statements for any reason to conform these statements to actual results or to changes in Playtika's expectations.

Cision View original content: https://www.prnewswire.com/news-releases/playtika-announces-commencement-of-tender-offer-to-purchase-up-to-51-813-472-shares-of-its-common-stock-301613569.html

SOURCE Playtika

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Watch the launch trailer here .

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Today, at Autodesk University Autodesk, Inc. (NASDAQ: ADSK) announced a strategic collaboration with Epic Games to accelerate immersive real-time (RT) experiences across industries, with an initial focus on Architecture, Engineering and Construction (AEC).

Autodesk and Epic Games announce strategic collaboration

Autodesk customers face pressing challenges to deliver project outcomes at a faster pace, at lowered costs, and with labor shortages, which require more open, connected workflows, and third-party integrations that simply work together. This joint effort with Epic Games aims to make immersive RT environments easily accessible to designers, engineers, and construction professionals, so they can deliver more innovative projects in less time.

As part of Autodesk's ongoing goal of connecting the physical and digital worlds, the first integrated offering will be Epic Games' Twinmotion for Autodesk Revit , delivering real-time rendering and storytelling. As Revit is used to design, document, and deliver building and infrastructure projects, Twinmotion complements the process by creating real-time visualizations for a fast, interactive design process. Autodesk intends to make Twinmotion for Revit available to all Revit customers as part of an upcoming release.

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Epic and Autodesk have been teaming up since 2008 when Autodesk joined Epic Games' Integrated Partners Program, enabling integration of Autodesk 3D design software with Epic's Unreal Engine. In 2021, Epic and Autodesk collaborated to offer a new Unreal Live Link for Maya plugin, allowing Media & Entertainment (M&E) creators to stream data from Maya to Unreal in real time.

"The integration between Autodesk Revit and Twinmotion promises to deliver a truly seamless, real-time 3D experience for design professionals," said Marc Petit , Epic Games' Vice President, Unreal Engine Ecosystem. "We share a common goal with Autodesk, giving customers more time to be innovative. By tapping into Epic's ecosystem of real-time 3D tools and libraries, users can spend more time bringing their designs to life and less time handling complex data and technical workflows."

Looking ahead, the companies aim to develop experiences for customers beyond AEC, including M&E and manufacturing, bringing forth the value of real-time content creation. As members of the Metaverse Standards Forum , Autodesk and Epic Games are also driving open standards that enhance portability and integration, equip customers with immersive and collaborative technology, and deliver real value for customers.

About Autodesk
Autodesk makes software for people who make things. If you've ever driven a high-performance car, admired a towering skyscraper, used a smartphone, or watched a great film, chances are you've experienced what millions of Autodesk customers are doing with our software. Autodesk gives you the power to make anything. For more information visit autodesk.com or follow @autodesk.

Safe Harbor Statement
This press release may include forward-looking statements regarding planned or future development efforts for our products and services that are subject to assumptions, risks, and uncertainties discussed in documents we file with the SEC. These forward-looking statements are not intended to be a promise or guarantee of future availability of products, services, or features but merely reflects our current plans which may change. Purchasing decisions should not be made based upon reliance on these statements. Autodesk has no obligation to update these forward-looking statements after the communication date. Some products, services and features may not be available in all territories and languages. See Autodesk's Terms of Use for more details.

Autodesk , the Autodesk logo, Maya and Revit are registered trademarks of Autodesk, Inc., and/or its subsidiaries and/or affiliates in the USA and/or other countries. All other brand names, product names or trademarks belong to their respective holders. Autodesk reserves the right to alter product and services offerings, and specifications and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this document. © 2022 Autodesk, Inc. All rights reserved.

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/autodesk-and-epic-games-to-deliver-real-time-immersive-design-capabilities-to-customers-301632606.html

SOURCE Autodesk, Inc.

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