2022-05-17 | NDAQ:MYPS | Press release

PLAYSTUDIOS, Inc. (NASDAQ: MYPS) (“PLAYSTUDIOS” or the “&CloseCurlyDoubleQuote Company;), creator of the playAWARDS loyalty platform and an award-winning developer of free-to-play mobile and social games, today announced the results of its purchase (the “Offer”) all of its public warrants and private placement warrants (collectively, the “Warrants”) to purchase Class A common stock, with a par value of 0.0001 $ per share, at a purchase price of $1.00 in cash per warrant, without interest, which expired at midnight, Eastern time, end of day on May 13, 2022.

PLAYSTUDIOS has also sought consents (the “Consent Solicitation”) to amend the Warrant Agreement, dated October 22, 2020, by and between PLAYSTUDIOS and Continental Stock Transfer & Trust Company, which governs all Warrants ( the “CloseCurlyDoubleQuote Warrant Agreement”, to permit PLAYSTUDIOS to redeem each outstanding warrant for $0.90 in cash, without interest, or 10% less than the applicable bid price (this amendment , the “Warrant Amendment””). Pursuant to the terms of the Warrant Agreement, adoption of the Warrant Amendment required the consent of holders of at least 65% of the outstanding Public Warrants in respect of the Public Warrants and the consent of holders of at least 65% of the outstanding Public Warrants Private Placement Warrants with respect to the Private Placement Warrants.

The Company has been advised that (i) a total of 1,792,463 public warrants were properly offered and not properly withdrawn, representing approximately 25% of the outstanding public warrants, and (ii) none of the warrants outstanding private placement subscription has been properly offered and not properly withdrawn. Pursuant to the terms of the Offer, the Company expects to pay an aggregate of $1,792,463 in cash in exchange for these public warrants. This payment will be made promptly. Based on the percentage of warrants offered, the Warrant Amendment was not approved.

The Offer has been made pursuant to an Offer to Purchase and Consent Solicitation and Letter of Transmittal and Consent, and certain other materials contained in the Company’s Tender Offer Statement on Schedule TO originally filed with the SEC on April 1, 2022, as amended from time to time (the “Tender Offer”), and available at www.sec.gov.

PJT Partners LP acted as lead manager for the offering. Alliance Advisors, LLC acted as Information Agent for the Offer, and Broadridge Corporate Issuer Solutions, Inc. acted as Depositary for the Offer. All questions regarding the offer should be directed to Alliance Advisors, LLC at (800) 429-6652 (toll free).

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell the Warrants. The Offer and Consent Solicitation have been made solely by way of Schedule TO and the Offer to Purchase.

About PLAYSTUDIOS, Inc.

PLAYSTUDIOS, Inc. (Nasdaq:MYPS), creator of the revolutionary playAWARDS loyalty platform, is a publisher and developer of award-winning mobile games, including the iconic Tetris® mobile app, POP! Slots, myVEGAS Slots, myVEGAS Blackjack, my KONAMI Slots, myVEGAS Bingo and MGM Slots Live. The playAWARDS loyalty platform allows players to earn real world rewards from a global collection of iconic hospitality, entertainment and leisure brands. playAWARDS partners include MGM Resorts International, Wolfgang Puck, Norwegian Cruise Line, Resorts World, IHG, Bowlero, Gray Line Tours and Hippodrome Casino, among others. Founded by a team of veteran gaming, hospitality and technology entrepreneurs, PLAYSTUDIOS apps combine the best elements of popular casual games with compelling real-world benefits. To learn more about PLAYSTUDIOS, visit www.playstudios.com.

Forward-looking statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the results of the offering and the consent solicitation. Actual results may differ materially from anticipated results, and the results reported should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by words such as “may,” “could,” “will,” “should,” “expects,” “plans,” “anticipates, “intends,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” the negative of these and other comparable terms that convey uncertainty of events or future results.These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to differ materially from the statements made in this press release, including the number of security holders. warrants who have responded and elected to participate in the Offer and Consent Solicitation; our ability to recognize the anticipated benefits of the Offer and Consent Solicitation; changes in applicable laws or regulations, including is those relating to takeover bids; and the possibility that we will be affected by legal and regulatory developments and general market, political, economic and business conditions. Other potential risks and uncertainties that could cause actual results to differ from the anticipated results include, among others, the risks and uncertainties included under the heading “Risk Factors” in our Annual Report on Form 10-K for the twelve months ended December 31, 2021, filed with the SEC on March 3, 2022 and in other documents filed with the SEC from time to time. All information provided in this press release is based on information available to us as of the date of this press release and all forward-looking statements contained in this press release are based on assumptions which we believe are reasonable as of this date. Undue reliance should not be placed on the forward-looking statements contained in this press release, which are inherently uncertain. We assume no obligation to update this information, except as required by law.

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