Unity Board of Directors Reaffirms Commitment to ironSource Transaction and Rejects Unsolicited Proposal from AppLovin
ironSource Transaction Expected to Deliver Significant Benefits for Shareholders and Position Combined Company for Increased Value Creation
Unity Board Determines AppLovin Proposal Would Not Reasonably Be Expected to Result in a Superior Proposal to Unity’s Agreement with ironSource
SAN FRANCISCO–(BUSINESS WIRE)–Unity (NYSE: U) (the “Company”) today announced that its Board of Directors (the “Board”) has completed a thorough financial and strategic evaluation of the unsolicited proposal from AppLovin (NASDAQ: APP), with the assistance of outside financial and legal advisors, and has unanimously determined that it is not in the best interests of Unity shareholders and would not reasonably be expected to result in a “Superior Proposal” as defined in Unity’s merger agreement with ironSource (NYSE: IS). The Unity Board reaffirms its recommendation to Unity’s shareholders to vote in favor of the previously announced ironSource transaction and recommends against the unsolicited AppLovin proposal. The Unity Board is committed to acting in the best interests of Unity shareholders with a focus on driving long-term sustainable value creation.
John Riccitiello, President and Chief Executive Officer of Unity, said, “The Board continues to believe that the ironSource transaction is compelling and will deliver an opportunity to generate long-term value through the creation of a unique end-to-end platform that allows creators to develop, publish, run, monetize, and grow live games and real-time 3D content seamlessly. We remain committed to and enthusiastic about Unity’s agreement with ironSource and the substantial benefits it will create for our shareholders and Unity creators.”
The ironSource Transaction Represents Outstanding Value Creation Opportunity for Unity Shareholders
- Combining Unity and ironSource will form the industry’s first end-to-end platform to power creators’ success as they build, run, manage, grow, and monetize live games and real-time 3D content across their lifecycle. The transaction will drive better economic outcomes for customers by bringing together the Unity game engine and editor, Unity Ads, and the rest of Unity Gaming Services (UGS) with ironSource’s best-in-class mediation and publishing platforms.
- The combined company is expected to generate a run rate of $1 billion in Adjusted EBITDA by the end of 2024, and the combination is expected to generate $300 million in annual EBITDA synergies by year three.
- In connection with the merger, Unity’s Board of Directors has authorized a 24-month share buyback program of up to $2.5 billion, effective upon closing of the merger.
- Unity shareholders Silver Lake and Sequoia have fully committed to purchase an aggregate of $1 billion in convertible notes from Unity at closing, demonstrating their belief in the value creation potential of the merger.
Goldman Sachs & Co. LLC and Morgan Stanley are serving as financial advisors to Unity, and Morrison & Foerster, Richard Layton & Finger and Herzog, Fox & Neeman are serving as its legal advisors.
About Unity Software Inc. (Unity)
Unity is the world’s leading platform for creating and operating interactive, real-time 3D (RT3D) content. Creators, ranging from game developers and architects to automotive designers, filmmakers, and more, use Unity to make their creations come to life. Unity’s platform provides a comprehensive set of software solutions to create, operate, and monetize interactive, real-time 2D and 3D content for mobile phones, tablets, PCs, consoles, and augmented and virtual reality devices. For more information, please visit www.unity.com.
Unity uses its website (investors.unity.com), filings with the SEC, press releases, public conference calls, and public webcasts as means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD.
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 Software Inc. (“Unity”) and ironSource Ltd. (“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; 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 preliminary joint proxy statement of Unity and ironSource that also constitutes a preliminary prospectus of Unity, which joint proxy statement/prospectus will be mailed or otherwise disseminated to Unity’s and ironSource’s respective securityholders, as applicable, when it is declared effective by the SEC. Unity and ironSource also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE PRELIMINARY 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 securityholders may obtain free copies of the registration statement and the preliminary joint proxy statement/prospectus 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, are contained in the preliminary 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.
Eric Brielmann / Kaitlin Kikalo
Joele Frank, Wilkinson Brimmer Katcher