Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders (the "Annual Meeting") of Playtika Holding
Corp. ("Playtika") was held on June 9, 2021.
All of the nominees for director listed in Proposal 1 in Playtika's Definitive
Proxy Statement on Schedule 14A, as filed with the Securities and Exchange
Commission on April 28, 2021 (the "Proxy Statement"), were elected to serve on
Playtika's board of directors by the following vote:
Broker
Name of Nominee Votes For Votes Withheld Non-Votes
Robert Antokol 262,416,848.69 2,667,089 5,802,999
Marc Beilinson 260,509,658.69 4,574,279 5,802,999
Tian Lin 235,789,146.66 29,294,791.03 5,802,999
Wei Liu
240,464,467.66 24,619,470.03 5,802,999
Bing Yuan 256,983,271.66 8,100,666.03 5,802,999
Proposal 2 in the Proxy Statement, a proposal to ratify the selection of Kost
Forer Gabbay & Kasierer as Playtika's independent registered public accounting
firm for the year ending December 31, 2021, was approved by the following vote:
Votes For Votes Against Abstentions Broker Non-Votes
270,438,304.53 412,406.16 36,226 0
Proposal 3 in the Proxy Statement, a proposal to approve, on an advisory
(non-binding) basis, the compensation of Playtika's named executive officers as
described in the Proxy Statement, was approved by the following vote:
Votes For Votes Against Abstentions Broker Non-Votes
220,209,375.39 44,869,260.30 5,302 5,802,999
Proposal 4 in the Proxy Statement, a proposal to determine, on an advisory
(non-binding) basis, the frequency of future stockholder advisory votes
regarding the compensation of Playtika's named executive officers, was approved
to be held every one year by the following vote:
Votes Cast
Votes Cast For For Three
One Year Votes Cast For Two Years Years Abstentions Broker Non-Votes
265,050,548.59 10,194 15,601 7,594.10 5,802,999
Item 7.01. Regulation FD Disclosure.
On June 14, 2021, Yuzhu Shi and certain of his affiliates, who collectively
control, directly or indirectly, shares of common stock representing 60.2 % of
the total voting power of Playtika Holding Corporation ("Playtika") as of the
date hereof, announced the entry into an agreement (the "Agreement"), pursuant
to which, if consummated, one of Yuzhu Shi's affiliates, Giant Network Group Co.
Ltd. ("Giant"), a publicly traded company on the Shenzhen Stock Exchange (the
"SSE"), would be transferred beneficial ownership of certain shares of Playtika
common stock currently owned by Mr. Shi and his affiliates, the result of which
would be that Giant would control the voting power of the shares of Playtika
common stock representing 60.2% of the shares of common stock of Playtika
currently controlled by Mr. Shi and his affiliates (the "Reorganization"). The
Reorganization would permit Giant to consolidate Playtika for Giant's financial
statements. The Agreement is subject to the approval of Giant's stockholders,
which is expected to occur on June 30, 2021. If the Agreement is approved by
Giant's stockholders, the parties to the Agreement will mutually determine the
closing date of the Reorganization, which is expected to occur during the fourth
quarter of 2021.
Giant has informed Playtika that Giant is subject to certain regulatory
requirements pursuant to the SSE and requirements under Giant's organizational
documents, which include requiring board of directors and stockholder approval
prior to the consummation of certain extraordinary transactions. If the
Reorganization closes, and Giant consolidates Playtika for its financial
statements, Giant has informed Playtika that Giant would be required to obtain
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the approval of its board of directors for substantially all potential
acquisitions by it or its consolidated subsidiaries, including acquisitions by
Playtika. In addition, Giant has informed Playtika that the approval by Giant's
stockholders would also be required for any acquisition by it or its
consolidated subsidiaries, including acquisitions by Playtika, if the cumulative
total purchase price (including any debt assumed and transaction expenses) of
all acquisitions or the cumulative total assets of such proposed acquisitions
during the previous twelve months is greater than 30% of the total assets of
Giant, on a consolidated basis, based on Giant's most recent full year audited
financial statements. Under those requirements, based on the most recent full
year audited financial statements provided by Giant, assuming the Reorganization
is completed, Giant has informed Playtika that Giant would be required to obtain
approval from its stockholders prior to acquisitions, including those by
Playtika, with total assets or total combined proposed purchase price of over
approximately $507 million during any twelve month period. All acquisitions that
are approved by Giant's stockholders would not be included in the above
calculation for determining whether the threshold for the prior twelve months
has been met. Giant expects the total asset threshold to substantially increase
upon completion of its 2021 consolidated audited financial statements.
In addition to the cumulative test described above, assuming the Reorganization
is completed, Giant has informed Playtika that approval of Giant's stockholders
would also be required for any individual proposed acquisition, including an
acquisition by Playtika, if (i) (a) the net assets of the acquired company as of
the end of their most recent fiscal year or (b) the purchase price (including
any debt assumed and transaction expenses), in each case, would be greater than
50% of Giant's net assets on a consolidated basis (currently estimated to be
approximately $740 million), (ii) the revenue of the acquired company for their
most recent fiscal year would be greater than 50% of Giant's consolidated
revenue (currently estimated to be approximately $170 million), or (iii) the net
income of the acquired company for their most recent fiscal year would be
greater than 50% of Giant's net income on a consolidated basis (currently
estimated to be approximately $80 million), each based on the last day of or the
full year financial statements, as applicable, of Giant's most recent full year
audited financial statements.
Giant has also informed us that, assuming the Reorganization is completed,
substantially all derivatives transactions (such as hedging or swap related
transactions) and other extraordinary transactions undertaken by Playtika will
need to be approved by Giant's board of directors.
While Playtika is not subject to the approval requirements discussed above, as
we have previously disclosed, Mr. Shi currently controls shares of common stock
representing over a majority of Playtika's voting power and, pursuant to the
terms of Playtika's organizational documents and subject to applicable law, the
ability to appoint all of the members of our board of directors, which in turn
controls all matters affecting us, including, among other things, any
determinations with respect to Playtika's acquisitions. Giant has informed
Playtika that Mr. Shi currently controls approximately 37.5% of the voting power
of the outstanding capital stock of Giant, and employees of Giant currently
control approximately 11.9% of the voting power of the outstanding capital stock
of Giant. Giant has also informed Playtika that Giant's stockholders must
approve such acquisitions by a majority of the votes cast by its stockholders,
other than an approval required under the total assets threshold, which requires
approval by a two-thirds vote of the votes cast of Giant's stockholders. Giant
has informed us that stockholder meetings may be called upon 15 days prior
notice. For the foregoing reasons, if the Reorganization is completed, the
Reorganization may adversely impact Playtika's ability to consummate
acquisitions or other financial transactions that would require Giant to obtain
the approval of Giant's board of directors and, if necessary, its stockholders
in a timely matter, or at all. For more information regarding the risks related
to our controlling stockholders, refer to the section entitled "Risk Factors" in
Playtika's Annual Report on Form 10-K.
The foregoing information in this Item 7.01 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
is not incorporated by reference into any of Playtika's filings, whether made
before or after the date hereof, regardless of any general incorporation
language in any such filing.
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