SEC Filing | Playtika

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SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Amendment No. 2

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Rule 14d-100)

Playtika Holding Corp.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, $0.01 par value

(Title of Class of Securities)

72815L 107

(CUSIP Number of Class of Securities)

Robert Antokol

Chief Executive Officer

c/o Playtika Ltd.

HaChoshlim St 8

Herzliya Pituach, Israel

972-73-316-3251

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Michael A. Treska

Darren Guttenberg

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

(714) 540-1235

Michael Cohen

Chief Legal Officer

and Secretary

c/o Playtika Ltd.

HaChoshlim St 8

Herzliya Pituach, Israel

972-73-316-3251

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐

third-party tender offer subject to Rule 14d-1.

☒

issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 29, 2022 (together with any amendments and supplements thereto, the “Schedule TO”) by Playtika Holding Corp., a Delaware corporation (the “Company”), relating to the offer by the Company to purchase up to 51,813,472 shares of its common stock, par value $0.01 per share (the “Shares”), at a price of $11.58 per Share, as defined in the Offer to Purchase (defined below), to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 29, 2022 (together with any amendments or supplements thereto, including this Amendment, the “Offer to Purchase”), filed as Exhibit (a)(1)(A) to the Schedule TO, and the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”) filed as Exhibit (a)(1)(B) to the Schedule TO.

This Amendment is being filed in accordance with Rule 13e-4(c)(3) under the Exchange Act of 1934, as amended. The Schedule TO and the Offer to Purchase are hereby amended, restated and supplemented as provided in this Amendment. Every Item in the Schedule TO is automatically updated, to the extent such Item incorporates by reference any section of the Offer to Purchase that is amended, restated or supplemented in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase, and the Letter of Transmittal remains unchanged and this Amendment does not modify any of the information previously reported on the Schedule TO. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase, the Letter of Transmittal and the other documents that constituted part of the Offer. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Offer to Purchase incorporated by reference herein.

Items 1 through 11.

Extension of the Offer

The Offer to Purchase, the Letter of Transmittal, the other exhibits to the Schedule TO, and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase referenced below, are hereby amended and supplemented as follows:

•

The Company has elected to extend the Expiration Date of the Offer to one minute after 11:59 P.M., New York City time, on October 3, 2022 (unless further extended).

•

All references to “one minute after 11:59 P.M., New York City time, on September 26, 2022” in the Offer to Purchase, the Letter of Transmittal and the other exhibits to the Schedule TO and Items 1 through 11 of the Schedule TO, including the definition of “Expiration Date” in such documents, are hereby amended and replaced with “one minute after 11:59 P.M., New York City time, on October 3, 2022.”

Israeli Tax Withholding Matters

The Offer to Purchase and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase referenced below, are hereby amended and supplemented as follows:

•

The information set forth in the “Summary Term Sheet” of the Offer to Purchase is hereby amended and supplemented by replacing the question “What are the Israeli income tax consequences if I tender my Shares?” with the following paragraph in the Offer to Purchase (bold and underline added for emphasis for disclosure that has been added pursuant to this Amendment):

“What are the Israeli income tax consequences if I tender my Shares?

Payments to tendering stockholders will generally be subject to Israeli withholding tax at the fixed rate of 25% (for individual stockholders) or 23% (for all other stockholders) of the gross proceeds payable to them pursuant to the Offer, unless the stockholder is entitled to an exemption or a different withholding rate. On September 22, 2022, we

received a ruling from the Israeli Tax Authority (the “ITA ruling”) confirming that Israeli tax will not need to be withheld from a tendering stockholder who certifies (a) on the “Declaration of Status for Israeli Income Tax Purposes” included as part of the Letter of Transmittal that the stockholder (1) holds less than 5% of the outstanding Shares of Playtika; (2) is not a resident of Israel for tax purposes; and (3) acquired its Shares on or after Playtika’s initial public offering on Nasdaq in January 2021; and (b) on the “Supplemental Declaration Form (Supplemental Declaration of Status for Israeli Income Tax Purposes)” which has been filed as an amendment to the Schedule TO, and supplements the Letter of Transmittal (the “Supplemental Declaration Form”) that the Shares tendered by such stockholder were not purchased from a relative (for individuals) and the Shares were not subject to Part E2 of the Israeli Income Tax Ordinance [New Version], 1961, as amended, concerning Israeli tax-free reorganizations. The Supplemental Declaration Form will be required under the ITA ruling even for stockholders who have previously tendered Shares in the Offer.

The ITA ruling will not apply to any stockholder who is a registered stockholder or whose consideration exceeds US$500,000, and Israeli tax will accordingly be withheld therefrom as stated above unless the stockholder provides the Company with a valid ITA Waiver (as defined herein).”

•

Item 4 of the Schedule TO and the information set forth in Section 12 (“Certain U.S. Federal Income Tax and Israeli Income Tax Considerations”) of the Offer to Purchase are hereby amended and supplemented by replacing the “Characterization of the Purchase” and “Israeli Withholding Tax” subsections with the following in the Offer to Purchase (bold and underline added for emphasis for disclosure that has been added pursuant to this Amendment):

“Characterization of the Purchase. The ITA has indicated in the past that, depending on the specific circumstances of the case, a purchase by a company of its own shares may be classified for Israeli tax purposes as either a sale of shares or a dividend distribution by the company. Based on such ITA guidance, since we expect that the purchase of Shares by us will not be pro-rata from all of our stockholders, the purchase of Shares by us in the Offer should not be treated as a dividend distribution for Israeli tax purposes, but we cannot guarantee such anticipated treatment. Therefore, receipt of cash for Shares pursuant to the Offer should generally be treated as a capital gain transaction for Israeli income tax purposes, in which a holder of Shares will be treated as having sold such Shares.”

“Israeli Withholding Tax

The gross proceeds payable to a tendering stockholder in the Offer generally will be subject to Israeli withholding tax at the rate of 25% (for individual stockholders) or 23% (for all other stockholders) of the gross proceeds payable to such stockholder pursuant to the Offer. On September 22, 2022, we received a ruling from the ITA which confirmed the following with respect to the withholding of Israeli tax in the Offer (although it will not apply to any stockholder who is a registered stockholder or whose consideration exceeds US$500,000, and Israeli tax will accordingly be withheld therefrom as stated above unless the stockholder provides the Company with a valid ITA Waiver (as defined below)):

(1) payments to be made through non-Israeli brokers to tendering stockholders who certify (in the manner described below) that they (a) hold less than 5% of our outstanding Shares, (b) acquired their Shares on or after our initial public offering on Nasdaq in January 2021, (c) are non-Israeli residents for purposes of the Ordinance, (d) acquired their Shares when they were non-Israeli residents for purposes of the Ordinance, and (e) did not purchase their Shares from a relative (for individuals) and the Shares were not subject to Part E2 of the Ordinance concerning Israeli tax-free reorganizations; and who provide certain additional declarations required to establish their exemption from Israeli withholding tax, will not be subject to Israeli withholding tax;

(2) payments to be made to tendering stockholders who certify (in the manner described below) that they are eligible Israeli brokers or Israeli financial institutions holding Shares on behalf of a tendering stockholder will not be subject to Israeli withholding tax, and the relevant Israeli broker or Israeli financial institution will withhold Israeli tax, if any, as required by Israeli law; and

(3) payments to be made to tendering stockholders who are not described in clauses (1) and (2) above will be subject to Israeli withholding tax at the fixed rate of 25% (for individual stockholders) or 23% (for all other stockholders) of the gross proceeds payable to them pursuant to the Offer.

More specifically, based on the ITA ruling, if a stockholder tenders its Shares to the Depositary, the Depositary will be required to withhold (through Playtika or a withholding agent appointed by Playtika) Israeli tax at the applicable rate of the gross proceeds payable to such stockholder pursuant to the offer, unless such stockholder, upon the terms and conditions set forth in the Letter of Transmittal, either:

•

certifies, by completing properly (a) the Declaration Form (Declaration of Status for Israeli Income Tax Purposes) (the “Declaration Form”), included in the Letter of Transmittal or otherwise delivered to such stockholder, that: (1) such stockholder is NOT a “resident of Israel” for purposes of the Ordinance (and, in the case of corporations, that no Israeli residents hold 25% or more of the means of control of such corporations, whether directly or indirectly) and provides certain additional declarations required to establish such stockholder’s exemption from Israeli withholding tax (including that such stockholder holds less than 5% of our outstanding Shares and acquired his, her or its Shares after our initial public offering on Nasdaq in January 2021) and if the stockholder is an individual, provides a copy of a non-Israeli passport and, if the stockholder’s consideration exceeds US$300,000, provides a residency certificate from the tax authorities in his country of residency; or (2) such stockholder is an eligible bank, broker or financial institution resident in Israel holding Shares on behalf of a tendering stockholder; and (b) the Supplemental Declaration Form (Supplemental Declaration of Status for Israeli Income Tax Purposes), which has been filed as an amendment to the Schedule TO, and supplements the Letter of Transmittal (the “Supplemental Declaration Form”), that the Shares tendered by such stockholder were not purchased from a relative (for individuals) and the Shares were not subject to Part E2 of the Israeli Income Tax Ordinance [New Version], 1961, as amended, concerning Israeli tax-free reorganizations (“Part E2”). Shares purchased on the open market are generally not considered to be purchased by a relative nor in a transaction subject to Part E2. The Supplemental Declaration Form will be required under the ITA ruling even for stockholders who have previously tendered Shares in the Offer. Such Declaration Form and the Supplemental Declaration Form will each provide additional specific statements with respect to this purpose. In such case, where the tendering stockholder was able to timely complete and deliver the Declaration Form and the Supplemental Declaration Form, the Depositary will not withhold any Israeli withholding tax from the gross proceeds payable to you pursuant to the Offer; or

•

provides the Depositary, as instructed in the Letter of Transmittal, with a valid certificate, ruling or any other written instructions issued by the ITA in form and substance reasonably satisfactory to the Company and the Depositary, that is applicable to the payments to be made pursuant to the Offer stating that no withholding, or a reduced rate of withholding, of Israeli withholding tax is required with respect to such payments or providing other instructions regarding such payments or withholding (an “ITA Waiver”). In such case, the Depositary will withhold (through Playtika or a withholding agent appointed by Playtika) Israeli withholding tax at the rate prescribed by such certificate or approval (or not withhold, if such stockholder is entitled to a full exemption).

We recommend that you consult your tax advisors regarding the application of Israeli income and withholding taxes (including eligibility for any withholding tax reduction or exemption, and the refund procedure).

Please note that if you tender your Shares to the Depositary and provide a Declaration Form and/or Supplemental Declaration Form, you also consent to the provision of such Declaration Form and/or Supplemental Declaration Form to us and to the ITA in case the ITA so requests for purposes of audit or otherwise.

All questions as to the validity, form or eligibility of any Declaration Form, Supplemental Declaration Form or ITA Waiver (including time of receipt) and, subject to applicable law, the withholding of Israeli taxes, will be determined by us, in our sole discretion. This determination will be final and binding on all parties. We reserve the absolute right to reject any or all Declaration Forms, Supplemental Declaration Forms

or ITA Waivers that we determine not to be in proper form or pursuant to which the failure to withhold any Israeli taxes may be unlawful. We also reserve, subject to applicable law, the absolute right, in our sole discretion, to waive any defect or irregularity in any Declaration Form, Supplemental Declaration Form or ITA Waiver of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. None of us, our affiliates, our assigns, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities or incur any liability for failure to give any notification.

The Israeli withholding tax is not an additional tax. Rather, the Israeli income tax liability of stockholders subject to Israeli withholding tax will be reduced by the amount of Israeli tax withheld. If Israeli withholding tax results in an overpayment of Israeli taxes, the holder may apply to the ITA in order to obtain a refund. However, no assurance is given as to whether and when the ITA will grant such refund.

THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY, IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO PARTICIPATING IN THE OFFER AND IS NOT TAX ADVICE. YOU ARE URGED TO CONSULT YOUR TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND TREATIES.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:


(a)(1)(I)		Supplemental Declaration Form (Supplemental Declaration of Status for Israeli Income Tax Purposes).

(a)(7)		Press Release, dated September 23, 2022, regarding the extension of the Offer.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	Playtika Holding Corp.

Date: September 23, 2022		By: /s/ Craig Abrahams
		Craig Abrahams
		President and Chief Financial Officer

EX-99.(a)(1)(I)

Exhibit (a)(1)(I)

SUPPLEMENTAL DECLARATION OF STATUS FOR ISRAELI INCOME TAX PURPOSES

You are receiving this form “Supplemental Declaration of Status For Israeli Income Tax Purposes” as a holder of common stock, par value $0.01 per share (collectively, the “Shares”), of Playtika Holding Corp. (“Playtika”), in connection with the acquisition of Shares by Playtika pursuant to the terms and conditions of that certain Offer to Purchase dated August 29, 2022 (the “Offer”). This form serves as a supplement to the Declaration of Status For Israeli Income Tax Purposes that was previously provided to you (the “Initial Declaration”) and should be read and interpreted in conjunction therewith.

By completing this form in a manner that would substantiate your eligibility for an exemption from Israeli withholding tax, which is required by Playtika, your broker or any other withholding agent, or their authorized representatives to seek to exempt you from Israeli withholding tax. This form, if relevant, should be delivered to D.F. King & Co., Inc., the information agent for the Offer, at playtikataxdeclaration@dfking.com.

To request a copy of this form, please contact D.F. King & Co., Inc. at playtika@dfking.com. Any questions or requests for assistance may be directed to your broker or D.F. King & Co., Inc. at (212) 269-5550 (toll free), (877) 871-1741 or playtika@dfking.com.

This form is relevant only if you certify that (A) you are NOT a “resident of Israel” (as defined under Section 1 of the Israeli Income Tax Ordinance [New Version], 5721-1961 (the “Ordinance”) (see Appendix A to the Initial Declaration) for purposes of the Ordinance, (B) you acquired your Shares on or after the Company’s initial public offering on January 15, 2021 (the “IPO”), and (C) you hold less than 5% of the outstanding Shares. For the sake of clarity, this form is NOT relevant if you purchased the Shares prior to the IPO. For the sake of clarity, this form is also NOT relevant if you are a registered stockholder (i.e., you hold Shares as a record holder in the Company’s share register) or if your consideration for tendering your Shares in the Offer exceeds US$500,000. As described further in the Offer to Purchase, if you are a registered stockholder or if the consideration you receive in the Offer exceeds US$500,000, you will not be eligible for the exemption from Israeli withholding tax for Non-Residents of Israel under the ruling obtained by Playtika from the Israeli Tax Authority (the “ITA”) and the Depositary will withhold for Israeli withholding at the rate described in the Offer to Purchase, unless you provide a valid ITA Waiver. An “ITA Waiver” means a valid certificate, ruling or any other written instructions issued by the ITA in form and substance reasonably satisfactory to Playtika and the Depositary, that is applicable to the payments to be made pursuant to the Offer stating that no withholding, or a reduced rate of withholding, of Israeli withholding tax is required with respect to such payments or providing other instructions regarding such payments or withholding.

You are urged to consult your own tax advisors to determine the particular tax consequences to you should you tender your Shares in the Offer, including, without limitation, the effect of any state, local or foreign income and any other tax laws, how to fill out this form, and whether or not you should use this form.

Please note that in addition to completing this declaration, you are required to provide the Initial Declaration, as well as (i) if you are an individual, a copy of your valid non-Israeli passport; and (ii) if your consideration for tendering your Shares in the Offer exceeds US$300,000, a tax residency certificate from the applicable tax authority in your country of residence, as further described in the Initial Declaration.

IF ANY OF YOUR SHARES ARE HELD IN “STREET NAME” BY A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE THAT IS A PARTICIPANT AT THE DEPOSITARY TRUST COMPANY (“DTC”) (I.E., HELD FOR YOUR BENEFIT BY SUCH A PERSON), YOUR SHARES ARE SUBJECT TO THE PROCEDURES ESTABLISHED BY THE DEPOSITARY WITH RESPECT TO THE CONSIDERATION PURSUANT TO THE OFFER AND DTC, REGARDING THE CLASSIFICATION OF YOUR SHARES FOR ISRAELI WITHHOLDING TAX PURPOSES. IF THESE PROCEDURES ARE NOT COMPLETED BEFORE THE 180TH DAY FOLLOWING THE EXPIRATION DATE OF THE OFFER, THE DEPOSITARY MAY TRANSFER THE APPLICABLE PROCEEDS TO YOU THROUGH SUCH BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE LESS THE MAXIMUM APPLICABLE ISRAELI INCOME TAX WITHHOLDING.



PART I	Identification and details of Stockholder (including Eligible Israeli Brokers)

1. Name:		2. Type of Stockholder (more than one box may be applicable):

(please print full name)		☐ Corporation (or Limited Liability Company) ☐ Individual ☐ Trust ☐ Partnership ☐ Other: ______________________	☐ Bank ☐ Broker ☐ Financial Institution

3. For Individuals only:		4. For all other Stockholders:

Date of birth: ______/_____/______ month / day / year		Country of incorporation or organization:

Country of residence:		Registration number of corporation (if applicable):

Countries of citizenship (name all citizenships):

Taxpayer Identification or Social Security No. (if applicable):		Country of residence:

5. Permanent Address (state, city, zip or postal code, street, house number, apartment number):

6. Mailing Address (if different from above):		7. Contact Details: Name: ______________ Capacity: _______________ Telephone Number (country code, area code and number):

8. I hold the Shares of Playtika (mark X in the appropriate place): ☐ directly, as a Registered Holder ☐ through a Broker. If you marked this box, please state the name of your Broker: _________________

PART II	Declaration by Non-Israeli Residents u Eligible Israeli Brokers should not complete this Part II

A. To be completed only by Individuals. I hereby declare that: (if the statement is correct, mark X in the following boxes)


A.1 ☐		My consideration for tendering my Shares in the Offer is less than US$300,000. (If your consideration for tendering your Shares exceeds US$300,000 then you are required to provide a tax residency certificate from the applicable tax authority in your country of residence.)

A.2 ☐		I did not purchase my Shares from a Relative* nor were the Shares subject to Part E2 of the Ordinance (Israeli tax-free reorganization).

		*Relative – (1) spouse, brother, sister, parent, grandparent, offspring, spouse’s offspring, and the spouse of any of the aforementioned; (2) offspring of a brother or sister, and brother or sister of a parent.

B. To be completed by Corporations (except Partnerships and Trusts). I hereby declare that: (if correct, mark X in the following boxes)

B.1 ☐		The corporation’s consideration for tendering its Shares in the Offer is less than US$300,000. (If the corporation’s consideration for tendering its Shares exceeds US$300,000 then it is required to provide a tax residency certificate from the applicable tax authority in its country of residence.)

B.2 ☐		The corporation’s Shares were not subject to Part E2 of the Ordinance (Israeli tax-free reorganization).

C. To be completed by Partnerships. I hereby declare that: (if correct, mark X in the following boxes)

C.1 ☐		The partnership’s consideration for tendering its Shares in the Offer is less than US$300,000. (If the partnership’s consideration for tendering its Shares exceeds US$300,000 then it is required to provide a tax residency certificate from the applicable tax authority in its country of residence.)

C.2 ☐		The partnership’s Shares were not subject to Part E2 of the Ordinance (Israeli tax-free reorganization).

-2-



D. To be completed by Trusts. I hereby declare that: (if correct, mark X in the following boxes)

D.1 ☐		The trust’s consideration for tendering its Shares in the Offer is less than US$300,000. (If the trust’s consideration for tendering its Shares exceeds US$300,000 then it is required to provide a tax residency certificate from the applicable tax authority in its country of residence)

D.2 ☐		The trust’s Shares were not subject to Part E2 of the Ordinance (Israeli tax-free reorganization).

PART III		Certification. By signing this form, I also declare that:

• I understood this form and completed it correctly and pursuant to the instructions. • I provided accurate, full and complete details in this form. • I am aware that providing false details constitutes a criminal offense. • I am aware that this form may be provided to the Israeli Tax Authority, in case the Israeli Tax Authority so requests, for purposes of audit or otherwise.

Number of Shares: ________________________

-3-

EX-99.(a)(7)

Exhibit (a)(7)

CONTACT:

Playtika Holding Corp.

Investor Relations

ir@playtika.com

www.playtika.com

Playtika Announces Extension of

Previously Announced Tender Offer

HERZLIYA, Israel, September 23, 2022 — 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 extended the expiration of its previously announced tender offer to purchase 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 (the “Tender Offer”) from one minute after 11:59 p.m., New York City time, on Monday, September 26, 2022 until one minute after 11:59 p.m., New York City time, on Monday, October 3, 2022 (unless further extended).

Based on information provided by American Stock Transfer & Trust Company, LLC, the depositary for the Tender Offer, to date, approximately 217,149,286 Shares have been validly tendered for purchase in the Tender Offer. Stockholders who have validly tendered and not withdrawn their Shares do not need to re-tender their Shares or take any other action in response to the extension of the Tender Offer.

The Tender Offer is subject to terms and conditions, which are described in detail in the offer to purchase. Except for the extension of the expiration of the Tender Offer as set forth above, the terms and conditions of the Tender Offer remain the same.

None of Playtika’s management, the members of its Board of Directors (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.

Playtika has filed 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 are 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:

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Playtika’s ability to 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;

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Playtika’s ability to achieve the benefits contemplated by the tender offer;

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Any adverse impact that the tender offer may have on Playtika and the trading market for Playtika’s common stock;

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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;

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Playtika’s reliance on a limited number of games to generate the majority of its revenue;

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Playtika’s reliance on a small percentage of total users to generate a majority of its revenue;

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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;

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Playtika’s inability to complete acquisitions and integrate any acquired businesses successfully could limit its growth or disrupt its plans and operations;

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Playtika may be unable to successfully develop new games;

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Playtika’s ability to compete in a highly competitive industry with low barriers to entry;

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Playtika has significant indebtedness and is subject to the obligations and restrictive covenants under its debt instruments;

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the impact of the COVID-19 pandemic on Playtika’s business and the economy as a whole;

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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;

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Playtika’s controlled company status;

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changes in the financial situation or liquidity requirements of, or regulatory rules or requirements applicable to, Playtika’s controlling stockholder group;

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the number of Shares that the Giant/Alpha Group will tender;

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legal or regulatory restrictions or proceedings could adversely impact Playtika’s business and limit the growth of Playtika’s operations;

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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;

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Playtika’s reliance on key personnel;

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security breaches or other disruptions could compromise Playtika’s information or its players’ information and expose Playtika to liability; and

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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 SEC. 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.