ironSource Comments on Unity Board’s Rejection of Unilateral, Non-Binding Proposal by AppLovin
15 Agosto 2022 - 7:15AM
Business Wire
ironSource believes combination of Unity and
ironSource is in best interests of both companies’ shareholders
Board of Directors of ironSource continues to
recommend the highly strategic combination announced July 13,
2022
Creator-centric offering, with unique
end-to-end platform, will provide everything creators need to
succeed
ironSource (NYSE: IS), a leading business platform for the App
Economy, today commented on Unity’s (NYSE: U) announcement that its
Board of Directors has unanimously rejected AppLovin’s unilateral,
non-binding, all-stock proposal with Unity and strongly reaffirmed
its commitment to a merger with ironSource:
“Unity’s rejection of AppLovin’s unilateral bid confirms the
superior strategic value of the merger with ironSource. Together,
Unity and ironSource will be stronger, more profitable, and better
able to optimize both the Create and Operate sides of the business
to deliver everything creators need to succeed.
“The deep synergies driving the ironSource-Unity merger extend
across the entirety of both companies’ platforms and offerings and
underpin our strong financial projections of $1 billion in Adjusted
EBITDA by the end of 2024 and $300 million in annual EBITDA
synergies by year three.
“The Board of Directors of ironSource remains committed to
completing this strategically and financially compelling
combination in the fourth quarter of this year and is confident it
will create superior value for shareholders, customers, and
employees.”
About ironSource
ironSource is a leading business platform for the App Economy.
App developers use ironSource's platform to turn their apps into
successful, scalable businesses, leveraging a comprehensive set of
software solutions which help them grow and engage users, monetize
content, and analyze and optimize business performance to drive
more overall growth. The ironSource platform also empowers telecom
operators to create a richer device experience, incorporating
relevant app and service recommendations to engage users throughout
the lifecycle of the device. By providing a comprehensive business
platform for the core constituents of the App Economy, ironSource
allows customers to focus on what they do best, creating great apps
and user experiences, while enabling their business expansion in
the App Economy. For more information please visit www.is.com
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 (“Unity”)
and ironSource (“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 occuring as planned or at all;
Unity’s ability to meet revised financial guidance; 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
joint proxy statement of Unity and ironSource that also constitutes
a prospectus of Unity, which joint proxy statement/prospectus will
be mailed or otherwise disseminated to Unity’s and ironSource’s
respective shareholders, as applicable, when it becomes available.
Unity and ironSource also plan to file other relevant documents
with the SEC regarding the proposed transaction. INVESTORS ARE
URGED TO READ THE 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 shareholders may obtain free copies of the
registration statement and the joint proxy statement/prospectus (if
and when it becomes available) 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, will be contained in
the 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220815005327/en/
Media Contacts Nathan Riggs/Tom Davies Kekst CNC
Nathan.Riggs@kekstcnc.com/Tom.Davies@kekstcnc.com
Investor Relations contact: Daniel Amir Head of Investor
Relations Daniel.amir@is.com
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