Item 1.01 Entry Into a Material Definitive Agreement.
On September 14. 2023, Playtika Ltd. (“Playtika Limited”), a wholly owned subsidiary of Playtika Holding Corp. (the “Company”), entered into that certain Share Purchase Agreement (the “Purchase Agreement”) with G.S InnPlay Labs Ltd. (“InnPlay”) and the shareholders of InnPlay (the “Sellers”), pursuant to which, subject to the terms and conditions thereof, Playtika Limited agreed to purchase from the Sellers, and the Sellers agreed to sell to Playtika Limited, all of the issued and outstanding share capital of InnPlay (the “Transaction”) for an aggregate purchase price equal to (i) $80,000,000, payable at the Closing, subject to certain post-closing adjustments, plus (ii) earnout payments of up to $220,000,000, the amounts of which will be based on certain gross revenue growth performance metrics of InnPlay during the two years following the closing the Transaction, in each case, payable following the end of the applicable measurement period.
The Purchase Agreement contains customary representations, warranties, covenants, agreements and indemnification obligations of Playtika Limited, InnPlay and the Sellers. The closing of the Transaction is subject to customary conditions including, among other things: (i) the accuracy of representations and warranties of, and compliance with covenants by, the other party; (ii) the absence of a material adverse effect on InnPlay; (iii) the receipt of any necessary regulatory approvals; (iv) the absence of any law or order preventing the closing of the Transaction; and (v) the completion of certain ancillary transition actions. The Purchase Agreement also includes customary termination rights, including if the closing of the Transaction has not occurred on or before December 31, 2023.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The above description of the Purchase Agreement has been included to provide information regarding the terms of the Purchase Agreement. It is not intended to provide any other information about the Company, Playtika Limited, InnPlay and the Sellers or their respective subsidiaries or affiliates. The Purchase Agreement contains representations and warranties of the parties thereto that were made solely for the benefit of the other party. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Purchase Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. In addition, such representations and warranties may apply a contractual standard of materiality that is different from that generally applicable to shareholders. The representations and warranties were made for the purposes of allocating contractual risk among the parties to the Purchase Agreement and should not be relied upon as a disclosure of factual information relating to the parties thereto or the Company.
Item 7.01. Regulation FD Disclosure.
On September 15, 2023, the Company issued a press release announcing the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
* Certain exhibits and schedules to this exhibit have been omitted pursuant to Item 601(a)(5) and/or Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
