Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit 99.1 Press Release, dated as ofAugust 15, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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 and 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 occurring as planned or at all; and the other
risks and important factors contained and identified in Unity's and ironSource's
filings with the
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.
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Important Information for Investors and Stockholders
In connection with the proposed transaction, Unity has filed with the
Investors and securityholders may obtain free copies of the registration
statement and the preliminary joint proxy statement/prospectus and other
relevant documents filed by Unity and ironSource with the
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
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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