PLAYSTUDIOS, Inc. entered into a letter of intent to acquire Acies Acquisition Corp. (NasdaqCM:ACAC) for $1.1 billion in a reverse merger transaction on December 21, 2020. PLAYSTUDIOS, Inc. entered into a definitive agreement to acquire Acies Acquisition Corp. in a reverse merger transaction on February 1, 2021. Consideration will comprise of at least 89.1 million shares of ACAC common stock and up to $150 million in cash. Upon the closing of the transaction, and assuming none of Acies public stockholders elect to redeem their shares, existing PLAYSTUDIOS shareholders are expected to own 64% of the combined company, the Acies sponsors are expected to own 3% of the combined company, PIPE participants are expected to own 18% of the combined company, and public stockholders are expected to own 15% of the combined company. As of March 17, 2021, PLAYSTUDIOS will hold 61%, Acies Founders will have 4%, and Acies Public will have 16% and PIPE investor will have 19% ownership. Prior to the Closing, subject to the approval of Acies' shareholders, and in accordance with the DGCL, Cayman Islands Companies Law and Acies' Amended and Restated Memorandum and Articles of Association, Acies will effect a deregistration pursuant to which Acies' jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. Following the closing, the Class A common stock and warrants of the combined company, which will be renamed “PLAYSTUDIOS, Inc.,” are expected to begin trading on Nasdaq under the ticker symbols, “MYPS” and “MYPSW,” respectively.


Acies' management team is led by Jim Murren, Dan Fetters and Edward King. PLAYSTUDIOS is led by Founder, Chairman, and Chief Executive Officer Andrew Pascal, who will continue to lead the combined company along with his current founder-led management team. Andrew Pascal will remain a significant equity participant in Acies. The transaction is subject to the approval of the stockholders of Acies and PlayStudios, effectiveness of the proxy / registration statement on Form S-4 to be filed by Acies in connection with the Business Combination, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of approval for listing on Nasdaq of the shares of New PlayStudios Common Stock to be issued in connection with the Merger, Acies have at least $5 million of net tangible assets upon closing, PlayStudios's cash balance is at least $200 million and other customary closing conditions, including the receipt of certain regulatory approvals. The Boards of Directors of each of Acies and PLAYSTUDIOS have approved the transaction. The Board of Acies unanimously recommends that shareholders to vote in favor of the transaction. The shareholders meeting will be held on June 17, 2021. Acies' shareholders voted to approve its proposed merger with PLAYSTUDIOS. Approximately 97% of the votes cast at the special meeting voted to adopt the merger agreement.

The transaction is expected to close during the second quarter of 2021. As of May 26, 2021, the transaction is expected to close on or about June 17, 2021. As of June 17, 2021, the parties expect the merger to close as soon as practicable. 


J.P. Morgan and LionTree Advisors are acting as financial advisors; and Alan F. Denenberg, Lee Hochbaum, David Mollo-Christensen, Patrick E. Sigmon, and Pritesh P. Shah of Davis Polk & Wardwell LLP is acting as legal advisor to PLAYSTUDIOS. Morgan Stanley is acting as capital markets advisor; and Brent T. Epstein,Lisa G. Watts and Steven B. Stokdyk of Latham & Watkins LLP is acting as legal advisors to Acies. Art Robinson, Tony Rim, Drew Purcell, Zach Fialkow, Simpson Thacher & Bartlett LLP represented J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, LionTree Advisors LLC and Oppenheimer & Co. Inc. as placement agents in connection with a fully committed PIPE financing of $250 million as part of PLAYSTUDIOS definitive agreement and plan of merger with Acies Acquisition Corp. Morrow Sodali LLC acted as information agent to Acies Acquisition. Houlihan Lokey Capital, Inc. acted financial advisor and fairness opinion provider to Acies Acquisition. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Acies. Acies will pay Morrow Sodali a fee of $25,000, plus disbursements. Pursuant to its engagement by Acies, Houlihan Lokey will be entitled to an aggregate fee of $0.4 million for its services, of which $0.15 million became payable upon the delivery of Houlihan Lokey's opinion and the balance of which is contingent upon the completion of the merger.