Item 1.01 - Entry into a Material Definitive SPA.
On August 31, 2021, Playtika Holding Corp. ("Playtika") announced that Playtika
UK - House of Fun Limited ("Buyer"), a wholly owned subsidiary of Playtika,
entered into a Share Sale and Purchase Agreement (the "SPA") with the
shareholders and option holders (collectively, the "Sellers") of Reworks Oy, a
limited liability company incorporated under the laws of Finland ("Reworks"),
pursuant to which Buyer (i) acquired 80% of all issued and registered shares and
issued and granted options of Reworks (the "Share Capital") in exchange for cash
consideration of $400 million, subject to customary adjustments for the amount
of net working capital and net indebtedness of Reworks at the closing date
("Closing Payment") and (ii) will acquire the remaining 20% of the Share Capital
for additional cash consideration in an amount to be determined based on certain
performance metrics ("Earnout Payment") during calendar year 2022 (the
"Subsequent Closing"), as set forth in the SPA. Following the Subsequent
Closing, Reworks will be an indirect, wholly-owned subsidiary of Playtika.
The Earnout Payment will be calculated based on the amount of Company EBITDA (as
defined in the SPA) in calendar year 2022 in excess of $10.3 million multiplied
by 6.0, not to exceed $200 million, as further described in the SPA. In the
event Company EBITDA is $10.3 million or less, the Earnout Payment will be $1.
The SPA provides investors with information regarding its terms. The SPA is not
intended to provide any factual, business or operational information about the
parties thereto. The representations, warranties and covenants contained in the
SPA were made only for purposes of such SPA and as of specific dates, were
solely for the benefit of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties, including, to the extent
agreed by the parties, being qualified by disclosures: (i) exchanged between the
parties in connection with the execution of the SPA and (ii) contained in the
disclosure letter to the SPA. The representations and warranties may have been
made for the purpose of allocating contractual risk among the parties to the SPA
based on the relative knowledge of the parties and may be subject to standards
of materiality applicable to the contracting parties that differ from those
applicable to investors. Accordingly, investors and shareholders should not rely
on such representations and warranties as characterizations of the actual state
of facts or circumstances. Moreover, information concerning the subject matter
of such representations and warranties may change after the date of the SPA,
which subsequent information may or may not be fully reflected in Playtika's
public disclosures. The SPA is governed by the laws of Finland.
Pursuant to the SPA, the Sellers have agreed to indemnify Buyer for losses
related to specified matters, including, among other things, breaches or
inaccuracies of warranties of the Sellers contained in the SPA, specified tax
matters, breaches of covenants and for other customary matters.
The foregoing description of the SPA does not purport to be complete and is
qualified in its entirety by reference to the full text of the SPA. The SPA is
filed as Exhibit 2.1 hereto and incorporated herein by reference.
Item 7.01 - Regulation FD Disclosure.
On August 31, 2021, Playtika issued a press release announcing the acquisition
of Reworks. A copy of such press release is furnished with this report as
Exhibit 99.1 and incorporated herein by reference.
The information in Item 7.01 of this Current Report is being furnished and shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of such section. The information in this report shall not be
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, unless specifically incorporated by reference into
any such filing. This report will not be deemed an admission as to the
materiality of any information in this report that is disclosed in accordance
with Regulation FD.
Item 9.01 - Financial Statements and Exhibits.
2.1 Share Sale and Purchase SPA, dated as of August 31, 2021, by and
between the persons and entities listed in Schedule A as Sellers and
Playtika UK - House of Fun Limited as Buyer*
99.1 Press Release dated August 31, 2021
104 Cover page interactive data file (embedded within the Inline XBRL
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company agrees to furnish supplementally to the SEC a copy of any omitted
schedule upon request.
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