Item 8.01. Other Events.
On August 9, 2022, AppLovin Corporation ("AppLovin") issued a press release
announcing that it has submitted a non-binding proposal to combine with Unity
Software Inc. ("Unity"). A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
No Offer or Solicitation
This document shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or solicitation of an
offer to sell any securities. This communication relates to a proposal that
AppLovin has made for a business combination transaction with Unity. In
furtherance of this proposal and subject to future developments, AppLovin (and,
if a negotiated transaction is agreed to, Unity) may file one or more
registration statements, proxy statements, tender offer statements or other
documents with the SEC. This communication is not a substitute for any proxy
statement, registration statement, tender offer statement, prospectus or other
document AppLovin and/or Unity may file with the SEC in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS OF APPLOVIN AND UNITY ARE
URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT, TENDER OFFER
STATEMENT, PROSPECTUS AND/OR OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or
prospectus(es) (if and when
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available) will be mailed to stockholders of AppLovin and/or Unity, as
applicable. Investors and security holders will be able to obtain free copies of
these documents (if and when available) and other documents filed with the SEC
by AppLovin through the website maintained by the SEC at www.sec.gov, and by
visiting AppLovin's investor relations site at https://investors.applovin.com.
Participants in the Solicitation
This communication is neither a solicitation of a proxy nor a substitute for any
proxy statement or other filings that may be made with the SEC. Nonetheless,
AppLovin and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive officers of AppLovin
is set forth in its proxy statement for its 2022 annual meeting of stockholders,
which was filed with the SEC on April 27, 2022. These documents can be obtained
free of charge from the sources indicated above. Additional information
regarding the potential participants in the proxy solicitations and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in one or more registration statements, proxy
statements, tender offer statements or other documents filed with the SEC if and
when they become available.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
99.1 Press Release, dated August 9, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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