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 Companys 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:
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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). |
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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:
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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