Item 2.01. Completion of Acquisition or Disposition of Assets.
On
At closing, including the adjustments and certain transaction expenses as set
forth in the Agreement, Zynga paid approximately
A copy of the Agreement is attached as Exhibit 2.1 to Zynga's Current Report on
Form 8-K filed on
On
Item 3.02. Unregistered Sales of
The information set forth under Item 2.01 of this Current Report on Form 8-K is hereby incorporated into this Item 3.02. In accordance with the Agreement, Zynga will acquire the remaining 20% of the issued and outstanding share capital of Rollic during each of the three years following the closing (the "Step-In Period") payable annually based upon the achievement of specified growth and profitability metrics by Rollic, as set forth within the Agreement. The additional consideration related to Step-In Period (the "Step-In Consideration") will consist of at least 50% of each payment in cash and the remainder, at Zynga's discretion, in cash and unregistered shares of Zynga's Class A common stock (the "Zynga Stock") based on the volume-weighted average closing price of the Zynga Stock during a 30 consecutive trading day period in advance of each payment. Following the end of the Step-In Period, Rollic will be a direct, wholly-owned subsidiary of Zynga. Any shares of Zynga Stock issued as Step-In Consideration are to be issued pursuant to exemptions from registration provided by Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended (the "Securities Act").
Item 7.01. Regulation FD Disclosure.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1+ Share Sale and Purchase Agreement relating to the sale and purchase of the entire issued share capital of Rollic Games Oyun YazIlIm ve Pazarlama Anonim ?irketi between those persons listed in Schedule 1 asSellers andZynga Inc. as Purchaser (incorporated by reference to Exhibit 2.1 of the registrant's Current Report on Form 8-K (File Number 001-35375) filed onAugust 5, 2020 ) 2.2 Amendment Agreement dated as of1 October 2020 relating to the Share Sale and Purchase Agreement dated4 August 2020 for the sale and purchase of the entire issued share capital of Rollic Games Oyun YazIlIm ve Pazarlama Anonim ?irketi between those persons listed in Schedule 1 asSellers andZynga Inc. as Purchaser 99.1 Press Release, datedOctober 2, 2020 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) + Certain portions of this exhibit have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S-K. A copy of any omitted portion will be furnished supplementally to theSecurities and Exchange Commission upon request; provided, however, that Zynga may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
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