Unity Software Inc. (NYSE:U) agreed to acquire ironSource Ltd. (NYSE:IS) from Viola Ventures III, managed by App Investments S.À R.L. and others for approximately $4.4 billion on July 13, 2022. Each ordinary share of ironSource will be exchanged for 0.1089 shares of Unity common stock. Once closed, current Unity stockholders will own approximately 73.5% and current ironSource shareholders will own approximately 26.5% of the combined company. Upon closing of the merger, Tomer Bar-Zeev will join Unity's Board of Directors and serve as a key member of Unity's executive leadership team. In addition, two additional ironSource Directors will join the Unity Board of Directors upon closing of the transaction. If the merger agreement is terminated under specified circumstances, including because the Unity board changes its recommendation regarding the Unity issuance proposal, Unity may be required to pay ironSource a termination fee of $150 million. If the merger agreement is terminated under specified circumstances, including because the ironSource board changes its recommendation regarding the ironSource merger proposal, ironSource may be required to pay Unity a termination fee of $150 million.

The proposed all-stock transaction has been approved by the boards of directors of both companies, is subject to customary closing conditions, and regulatory and shareholder approval and is expected to close during Unity's fourth quarter of 2022. The transaction is highly accretive. The combined company anticipates more than $300 million annual EBITDA synergies by year 3 and will lead to $1 billion EBITDA run rate by the end of 2024. As of September 8, 2022, Unity Announces October 7, 2022, for Special Meeting of Stockholders to vote on merger With IronSource. As of October 7, 2022, the transaction has been approved by the shareholders of ironSource.

ironSource has retained Jefferies LLC (“Jefferies”) as its financial advisor in connection with the merger and as part of this engagement, Jefferies delivered a written opinion, to the ironSource board as to the fairness and from a financial point of view. Morgan Stanley rendered its oral opinion from a financial point of view to Unity Board of Directors. Dillon, Christopher D. of Gibson Dunn, Cooley LLP acted as legal advisor, Morgan Stanley served as lead financial advisor to Unity. Deloitte LLP as a tax advisor and Goldman Sachs also served as financial advisor to Unity, and Morrison & Foerster LLP and Herzog Fox & Neeman served as its legal advisors. Jefferies LLC served as exclusive financial advisor to ironSource, and Joshua Kiernan, Josh Dubofsky, Max Schleusener, Michael Rosenberg, Nicholas DeNovio, Nate Seltzer, Jason Hegt, Andrew Galdes, Adam Kestenbaum, Jana Dammann de Chapto, Gail Crawford, Sarah Gagan and Clayton Northouse of Latham & Watkins LLP and Latham & Watkins (London) LLP and Meitar Law Offices served as ironSource legal advisors. Stephen A. Infante, David M. Schwartzbaum of Covington & Burling LLP acted as legal advisor to Jefferies LLC. Unity estimates that it will pay MacKenzie a fee of approximately $30,000.