TEL AVIV, Israel and
SAN FRANCISCO, April 7, 2021 /PRNewswire/
-- ironSource, a leading business platform for the app
economy, today announced that it has filed a registration statement
on Form F-4 (the "registration statement") with the U.S. Securities
and Exchange Commission ("SEC"). The registration statement
contains a preliminary proxy statement/prospectus in connection
with ironSource's previously announced proposed business
combination with Thoma Bravo Advantage (NYSE: TBA) ("TBA"), a
publicly traded special purpose acquisition company. While the
registration statement has not yet become effective and the
information contained therein is subject to change, it provides
important information about ironSource and Thoma Bravo Advantage,
as well as the proposed business combination.
As previously announced, the combination of ironSource with
Thoma Bravo Advantage will bring to the public markets a high
growth, highly profitable and scalable business that provides a
comprehensive business platform for app developers. As a public
company, ironSource is expected to benefit from the financial and
operational support of Thoma Bravo –
one of the most experienced and successful software investors in
the world.
Thoma Bravo Advantage's Class A shares are currently traded on
NYSE under the symbol "TBA." In connection with the closing of the
transaction, Thoma Bravo Advantage's securities will cease trading
and ironSource's Class A ordinary shares are expected to be listed
under the proposed symbol "IS." Completion of the transaction,
which is expected in the second quarter of 2021, is subject to
approval by Thoma Bravo Advantage's and ironSource's Class A
shareholders, the registration being declared effective by the SEC
and other customary closing conditions. The combined company will
operate under the ironSource name.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
ironSource and Thoma Bravo Advantage. This press release does not
constitute (i) solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the proposed
transaction or (ii) an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any security of Thoma
Bravo Advantage, ironSource, or any of their respective affiliates,
nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
In connection with the proposed transaction, ironSource filed a
registration statement on Form F-4 with the SEC, which
includes a proxy statement of Thoma Bravo Advantage in connection
with Thoma Bravo Advantage's solicitation of proxies for the vote
by Thoma Bravo Advantage's shareholders with respect to the
proposed transaction and a prospectus of ironSource. Thoma Bravo
Advantage also will file other documents regarding the proposed
transaction with the SEC.
This communication does not contain all the information that
should be considered concerning the proposed transaction and is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed transaction. Before making any
voting or investment decision, investors and security holders are
urged to read the registration statement and the proxy
statement/prospectus, each which have not yet become effective and
the information contained therein is subject to change, together
with all other relevant documents filed or that will be filed with
the SEC in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction.
Investors and security holders will be able to obtain free
copies of the registration statement, proxy statement/prospectus
and all other relevant documents filed or that will be filed with
the SEC by ironSource and Thoma Bravo Advantage through the
website maintained by the SEC at www.sec.gov. In addition, the
documents filed by ironSource may be obtained free of
charge from ironSource's website at www.is.com or by
written request to ironSource at ironSource Ltd.,
Derech Menachem Begin 121, Tel Aviv-Yafo, Israel, and the documents filed by Thoma Bravo
Advantage may be obtained free of charge from Thoma Bravo
Advantage's website at www.thomabravoadvantage.com or by
written request to Thoma Bravo Advantage, 150 N. Riverside Plaza,
Suite 2800, Chicago, Illinois
60606.
Participants in a Solicitation
ironSource and Thoma Bravo and
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from Thoma Bravo's shareholders in connection with
the proposed transaction. Additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading
the proxy statement/prospectus regarding the proposed transaction.
You may obtain free copies of these documents as described in the
preceding paragraph.
No Offer or Solicitation
This communication does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange any
securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of section 10 of the
Securities Act, or an exemption therefrom.
Forward Looking Statements
This communication contains forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between Thoma Bravo Advantage ("TBA") and
ironSource Ltd. ("ironSource"). All statements other than
statements of historical facts contained in this communication,
including statements regarding ironSource's, TBA's or the combined
company's future financial position, business strategy and plans
and objectives of management for future operations, are
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "will,"
"should," "expects," "plans," "anticipates," "could," "intends,"
"targets," "projects," "contemplates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of these
terms or other similar expressions. Forward-looking statements
include, without limitation, ironSource's or TBA's expectations
concerning the outlook for their or the combined company's
business, productivity, plans and goals for future operational
improvements and capital investments, operational performance,
future market conditions or economic performance and developments
in the capital and credit markets and expected future financial
performance, as well as any information concerning possible or
assumed future results of operations of the combined company.
Forward-looking statements also include statements regarding the
expected benefits of the proposed transaction between ironSource
and TBA.
Forward-looking statements involve a number of risks,
uncertainties and assumptions, and actual results or events may
differ materially from those projected or implied in those
statements. Important factors that could cause such differences
include, but are not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of TBA's securities;
(ii) the failure to satisfy the conditions to the consummation
of the proposed transaction, including the adoption of the merger
agreement by the shareholders of TBA and ironSource, the
satisfaction of the minimum trust account amount following
redemptions by TBA's public shareholders and the receipt of certain
governmental and regulatory approvals; (iii) the lack of a
third party valuation in determining whether to pursue the proposed
transaction; (iv) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement; (v) the effect of the announcement or pendency of
the transaction on ironSource's business relationships,
performance, and business generally; (vi) risks that the
proposed transaction disrupts current plans of ironSource and
potential difficulties in ironSource employee retention as a result
of the proposed transaction; (vii) the outcome of any legal
proceedings that may be instituted against ironSource or against
TBA related to the merger agreement or the proposed transaction;
(vii) the ability of ironSource to list its ordinary shares on
the New York Stock Exchange; (ix) volatility in the price of
the combined company's securities due to a variety of factors,
including changes in the competitive industry in which ironSource
operates, variations in performance across competitors, changes in
laws and regulations affecting ironSource's business and changes in
the combined capital structure; (x) the ability to implement
business plans, forecasts, and other expectations after the
completion of the proposed transaction, and to identify and realize
additional opportunities; (xi) ironSource's markets are
rapidly evolving and may decline or experience limited growth;
(xii) ironSource's reliance on operating system providers and
app stores to support its platform; (xiii) ironSource's
ability to compete effectively in the markets in which it operates;
(xiv) ironSource's quarterly results of operations may
fluctuate for a variety of reasons; (xv) failure to maintain
and enhance the ironSource brand; (xvi) ironSource's
dependence on its ability to retain and expand its existing
customer relationships and attract new customers;
(xvii) ironSource's reliance on its customers that contribute
more than $100,000 of annual revenue;
(xviii) ironSource's ability to successfully and efficiently
manage its current and potential future growth;
(xix) ironSource's dependence upon the continued growth of the
app economy and the increased usage of smartphones, tablets and
other connected devices; (xx) ironSource's dependence upon the
success of the gaming and mobile app ecosystem and the risks
generally associated with the gaming industry;
(xxi) ironSource's, and ironSource's competitors', ability to
detect or prevent fraud on its platforms; (xxii) failure to
prevent security breaches or unauthorized access to ironSource's or
its third-party service providers data; (xxiii) the global
scope of ironSource's operations, which are subject to laws and
regulations worldwide, many of which are unsettled and still
developing; (xxiv) the rapidly changing and increasingly
stringent laws, contractual obligations and industry standards
relating to privacy, data protection, data security and the
protection of children; and (xxv) the effects of health
epidemics, including the COVID-19 pandemic.
ironSource and TBA caution you against placing undue reliance on
forward-looking statements, which reflect current beliefs and are
based on information currently available as of the date a
forward-looking statement is made. Forward-looking statements set
forth herein speak only as of the date of this communication.
Neither ironSource nor TBA undertakes any obligation to revise
forward-looking statements to reflect future events, changes in
circumstances, or changes in beliefs. In the event that any
forward-looking statement is updated, no inference should be made
that ironSource or TBA will make additional updates with respect to
that statement, related matters, or any other forward-looking
statements. Any corrections or revisions and other important
assumptions and factors that could cause actual results to differ
materially from forward-looking statements, including discussions
of significant risk factors, may appear, up to the consummation of
the proposed transaction, in TBA's public filings with the SEC or,
upon and following the consummation of the proposed transaction, in
ironSource's public filings with the SEC, which are or will be (as
appropriate) accessible at www.sec.gov, and which you are advised
to consult.
About Thoma Bravo Advantage
Thoma Bravo Advantage is a blank check company incorporated as a
Cayman Islands exempted company
for the purposes of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities. Its Class A
ordinary shares are listed on the New York Stock Exchange (the
"NYSE") under the symbol "TBA." Thoma Bravo Advantage is sponsored
by Thoma Bravo Advantage Sponsor LLC, which was formed by
individuals affiliated with Thoma
Bravo, a leading private equity firm focused on the software
and technology-enabled software services sector. Thoma Bravo
Advantage was formed for the purpose of executing a business
combination in the software industry.
About ironSource
ironSource is a leading business platform that enables mobile
content creators to prosper within the app economy. App developers
use ironSource's platform to turn their apps into successful,
scalable businesses, leveraging a comprehensive set of software
solutions which help them grow and engage users, monetize content,
and analyze and optimize business performance to drive more overall
growth. The ironSource platform also empowers telecom operators to
create a richer device experience, incorporating relevant app and
service recommendations to engage users throughout the lifecycle of
the device. By providing a comprehensive business platform for the
core constituents of the app economy, ironSource allows customers
to focus on what they do best, creating great apps and user
experiences, while we enable their business expansion in the app
economy. For more information please visit www.is.com.
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SOURCE Thoma Bravo Advantage; ironSource