Subjects: MISCELLANEOUS, MERGERS AND ACQUISITIONS (M&A)
Playtika Holding Corp. Enters Definitive Agreement to Acquire the Youda Games Portfolio from Azerion
Herzliya, Israel and Amsterdam, Netherlands, August 1, 2023 ? Playtika Holding Corp. (NASDAQ: PLTK), a mobile games pioneer and interactive entertainment leader, and Azerion Group N.V. (EURONEXT: AZRN) one of Europe's largest digital advertising and entertainment media platforms, announced today they have entered into a definitive agreement for Playtika to acquire from Azerion its Youda Games portfolio of games, including social card themed title Governor of Poker 3, for an initial cash consideration of EUR 81.3 million, with an earnout based on the performance of the acquired business that could take the total consideration up to a maximum of EUR 150 million, subject to customary adjustments.
"The acquisition of Youda Games' card game portfolio, with its strong IP, is in line with Playtika's strategic incremental growth approach of leveraging our unrivaled LiveOps expertise and proprietary technology stack to optimize and scale games, strengthening our market position," said Craig Abrahams, President and Chief Financial Officer of Playtika. "We believe this acquisition will be accretive to our financial performance and is part of our strategy to acquire proven franchises where we can add value."
"Over the past few years, we have transformed our business by scaling our digital advertising capabilities, developing our strategic portfolio of partner-led content and extending the presence and reach of our in-market commercial teams," said Azerion Group's Chief Revenue Officer Sebastiaan Moesman. "As a result of this dynamic shift towards our digital advertising platform, social card games have become less strategic for Azerion, whilst remaining an attractive investment opportunity for an industry partner such as Playtika. This divestment will further simplify our business and help us to continue investing in and delivering on our growth ambitions."
The transaction is currently expected to complete by the end of the third quarter 2023 subject to the satisfaction of customary closing conditions. Azerion will provide further information relating to the transaction alongside its interim financial results for Q2 and H1 2023.
About Azerion
Founded in 2014, Azerion (EURONEXT: AZRN) is one of Europe's largest digital advertising and entertainment media platforms. We bring global scaled audiences to advertisers in an easy and cost-effective way, delivered through our proprietary technology, in a safe, engaging, and high-quality environment, utilizing our strategic portfolio of owned and operated content with entertainment and other digital publishing partners.
Having its roots in Europe with its headquarters in Amsterdam, Azerion has commercial teams based in over 26 cities around the world to closely support our clients and partners to find and execute creative ways to really make an impact through advertising.
For more information visit: www.azerion.com
About Playtika Holding Corp.
Playtika?(NASDAQ:?PLTK) 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.
Forward Looking Information
In this press release, we make "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. 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 Playtika's actual results to differ materially from estimates or projections contained in the forward-looking statements include without limitation:
- Our reliance on third-party platforms, such as the iOS App Store, Facebook, and Google Play Store, to distribute our games and collect revenues, and the risk that such platforms may adversely change their policies;
- the reliance on a small percentage of total users to generate a majority of the revenue for the Youda game portfolio;
- the free-to-play business model, and the value of virtual items sold in the Youda game portfolio, is highly dependent on how we manage the game revenues and pricing models;
- our inability to complete this acquisition and integrate the Youda game portfolio into our operations;
- that all closing conditions in the transaction agreement are completed in a timely manner;
- that the closing will occur during Q3 2023;
- the ability of the Youda games portfolio to compete in a highly competitive industry with low barriers to entry;
- legal or regulatory restrictions or proceedings could adversely impact our business, including the Youda games portfolio, and limit the growth of our operations;
- risks related to our international operations and ownership, including our significant operations in Israel, Ukraine and Belarus and the fact that our controlling stockholder is a Chinese-owned company;
- our reliance on key personnel, including our ability to retain the key personnel of Youda Games;
- security breaches or other disruptions could compromise our information or our players' information and expose us to liability; and
- our inability to protect our intellectual property and proprietary information could adversely impact our 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 our filings with the Securities and Exchange Commission. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we 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, we undertake no obligation to update any forward-looking statements for any reason to conform these statements to actual results or to changes in our expectations.
Disclaimer
This communication contains information that qualifies as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
This communication may include forward-looking statements. All statements other than statements of historical facts are, or may be deemed to be, forward-looking statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Azerion to market risks and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions. Words and expressions such as aims, ambition, anticipates, believes, could, estimates, expects, goals, intends, may, milestones, objectives, outlook, plans, projects, risks, schedules, seeks, should, target, will or other similar words or expressions are typically used to identify forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks, uncertainties and other factors that are difficult to predict and that could cause the actual results, performance or events to differ materially from future results expressed or implied by such forward-looking statements contained in this communication. Readers should not place undue reliance on forward-looking statements.
Any forward-looking statements reflect Azerion's current views and assumptions based on information currently available to Azerion's management. Forward-looking statements speak only as of the date they are made and Azerion does not assume any obligation to update or revise such statements as a result of new information, future events or other information, except as required by law.
This communication does not constitute an offer to sell, or a solicitation of an offer to buy, any securities or any other financial instruments.
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