Playtika Holding Corp. · NASDAQ:PLTK
Playtika — Merger or Acquisition (September 2024)
15 slides from Playtika's merger presentation, Sep 18, 2024
Slide 1: Playtika Announces Deal to Acquire SuperPlay
Exhibit 99.2 PLAYTIKA ANNOUNCES DEAL TO ACQUIRE SUPERPLAY SEPTEMBER 18, 2024
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Exchange Act. All statements other than statements of historical facts contained in this presentation, including s
Slide 3: Agenda
AGENDA OVERVIEW OF SUPERPLAY 01 ACQUISITION RATIONALE 02 TRANSACTION STRUCTURE 03 Q&A 04 3
Slide 4: SuperPlay to Join Playtika
SUPERPLAY TO JOIN PLAYTIKA SKILLED GAME DEVELOPERS WITH A HISTORY OF DELIVERING ENGAGING AND SUCCESSFUL MOBILE GAMES 4
Slide 5: SuperPlay's Unique Growth Story
SUPERPLAY’S UNIQUE GROWTH STORY “TWO FOR TWO” BOTH GAMES IN PORTFOLIO ARE SUCCESSFUL EXAMPLES OF NEW $265M +157% (1) LAUNCHES THAT BROKE INTO THE US TOP 100 GAMES LIST Consolidated LTM Consolidated LTM (4) (4) Revenue Revenue Growth Achieved $100MM run-rate (2) revenues in 35 months 1.7 M +85% Conso
Slide 6: SuperPlay at a Glance
SUPERPLAY SUPERPLAY AT A GLANCE Proven ability to identify attractive Founded in 2019 by two Two growing, successful titles with ~240 verticals of game-play and launch (1) Ex-Playtikans with HQ in Israel two more in the pipeline employees new, successful games RAPID TOPLINE GROWTH REVENUE BY GEO. (Q
Slide 7: The Acquisition Expands Our Presence in High-Growth Categories
THE ACQUISITION OF SUPERPLAY EXPANDS OUR PRESENCE IN HIGH-GROWTH CATEGORIES Substantially grows our Establishes immediate footprint in one of the scale for Playtika in a fastest-growing new category categories Category TAM’s 20 17.6% % YoY Growth 18 18 (1) (as of LTM Q2’24) 16 14 12 10 8.5% 9 8 5.2%
Slide 8: Strategic and Financial Considerations
STRATEGIC AND FINANCIAL CONSIDERATIONS RETURN TO GROWTH BY M&A FINANCIAL CONSIDERATIONS • Acquires scaled, growing titles in the high-growth Coin • Expected to move the needle for Playtika’s pro forma Looters and Board categories growth • Acquires a talented development and live services • Earnout t
Slide 9: Dice Dreams and Domino Dreams Expected to Move the Needle
DICE DREAMS AND DOMINO DREAMS EXPECTED TO MOVE THE NEEDLE DICE DREAMS WOULD BECOME OUR FIFTH LARGEST GAME BY REVENUE Top Playtika Titles Ranked by Q2’24 Revenues (Pro Forma for SuperPlay Acquisition) #1 Established and #2 Maturing Category Winner Domino Dreams is Scaling Rapidly but Would Already be
Slide 10: Pro Forma Financial Profile
PRO FORMA FINANCIAL PROFILE (Revenue in USD millions) +4.9% YoY • The addition of SuperPlay in our financials results in LTM Growth Revenue growth of 4.9% YoY $2,812 – Returns to growth our consolidated pro forma revenues in the near-to-medium term • SuperPlay is expected to be at near-breakeven adj
Slide 11: Acquisitions Are a Core Part of Our Strategy
ACQUISITIONS ARE A CORE PART OF OUR STRATEGY (1) 9 OUT OF OUR TOP 11 TITLES REPRESENT ACQUIRED TITLES Acquired Acquired Acquired Acquired Acquired Acquired Acquired Acquired Acquired in 2012 in 2023 in 2018 in 2019 in 2014 in 2013 in 2019 in 2023 in 2021 PLAYTIKA HAS ACHIEVED ATTRACTIVE POST-ACQUISI
Slide 12: Purchase Consideration and Earnout Terms
PURCHASE CONSIDERATION AND EARNOUT TERMS • 3 potential, annual earnouts paid in ~March of 2026, 2027, and 2028 (all-cash consideration) $ Upfront Consideration $700M • Annual earnout quantum and eligibility are contingent on both revenue and adjusted EBITDA performance $ Retention Payment $50M – Qua
Slide 13: Earnout Consideration Mechanics
EARNOUT CONSIDERATION MECHANICS EARNOUT ELIGIBILITY TEST (BY YEAR) IF YES: MULTIPLE ON INCREMENTAL GROSS REVENUE YoY Rev. Growth Year 1 Year 2 Year 3 2025 Earnout (“Year 1”) • Year 1 $ Rev > $342M ≤ 20% 0.75x 0.75x 0.75x • Year 1 Adj. EBITDA ≥ ($10M) 20% 40% 1.00x 1.25x 1.25x 2026 Earnout (“Year 2”)
Slide 14: Transaction Structure & Capital Deployment
TRANSACTION STRUCTURE & CAPITAL DEPLOYMENT Purchase price of $700 million and additional contingent earnout considerations of up to $1.25 billion, subject to achieving certain financial targets over three years Purchase price to be funded by Future earnouts are expected to be funded from cash genera
Slide 15: Pro Forma Capital Structure
PRO FORMA CAPITAL STRUCTURE Pro Forma Liquidity Debt Maturities (USD in billions) (USD in billions) • Upfront Payment of $700M Fully Funded by Cash • We are Evaluating Our Financing Alternatives and Debt on Balance Sheet Maturities in the Near-Term $1.8 $1.0 $0.6 $0.6 $0.4 Cash and Undrawn Total Ter
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