Unity Announces Date for Special Meeting of Stockholders to Vote on Merger with ironSource
09 September 2022 - 2:00PM
Business Wire
Unity (NYSE: U) announced today that it has set a date for the
special meeting of its stockholders to, among other things,
consider and vote on a proposal to approve the issuance of shares
of Unity common stock in connection with the previously announced
merger with ironSource Ltd. pursuant to the definitive agreement,
dated July 13, 2022.
The special meeting will be held virtually at 10:00 a.m. P.T. on
Friday, October 7, 2022, at
http://www.virtualshareholdermeeting.com/U2022SM. The record date
for the special meeting has been set as Friday, September 2,
2022.
The completion of the merger remains subject to customary
closing conditions, including receipt of approval from Unity
stockholders and ironSource shareholders. The merger is expected to
close in Q4 of 2022.
About Unity Software Inc. (Unity)
Unity is the world’s leading platform for creating and operating
interactive, real-time 3D (RT3D) content. Creators, ranging from
game developers and architects to automotive designers, filmmakers,
and more, use Unity to make their creations come to life. Unity’s
platform provides a comprehensive set of software solutions to
create, operate and monetize interactive, real-time 2D and 3D
content for mobile phones, tablets, PCs, consoles, and augmented
and virtual reality devices.
Unity uses its website (investors.unity.com), filings with the
SEC, press releases, public conference calls, and public webcasts
as means of disclosing material nonpublic information and for
complying with its disclosure obligations under Regulation FD.
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 (File No. 333-266418) (the “Registration Statement”)
that was declared effective by the SEC on September 8, 2022. The
Registration Statement includes a joint proxy statement of Unity
and ironSource that also constitutes a prospectus of Unity, which
joint proxy statement/prospectus was mailed or otherwise
disseminated to Unity’s and ironSource’s respective shareholders,
as applicable. 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 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 will be contained in 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/20220909005085/en/
Investor Relations: Richard Davis ir@unity3d.com
Media Relations: Ryan M. Wallace
ryan.wallace@unity3d.com
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