Item 2.02. Results of Operations and Financial Condition.
On
The information in this Item 2.02 of this Current Report on Form 8-K and the exhibit attached hereto as 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.
In addition, on
The information in this Item 7.01 of this Form 8-K is being furnished, not filed, for purposes of the Exchange Act. Accordingly, the information will not be incorporated by reference into any registration statement filed by Unity under the Securities Act or the Exchange Act unless specifically identified as being incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit 99.1 Joint Press Release of Unity and ironSource, dated as ofJuly 13, 2022 . 99.2 Investor Presentation of Unity, dated as ofJuly 13, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Cautionary Statement Regarding Forward-Looking Statements
This communication includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as "will," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. These statements are based on current expectations, estimates and projections about the industry and markets in which Unity and ironSource operate and management's beliefs and assumptions as to the timing and outcome of future events, including the transactions described in this communication. While Unity's and ironSource's management believe the assumptions underlying the forward-looking statements are reasonable, such
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information is necessarily subject to uncertainties and may involve certain
risks, many of which are difficult to predict and are beyond management's
control. These risks and uncertainties include, but are not limited to: the
expected timing and likelihood of completion of the proposed transaction,
including the timing, receipt and terms and conditions of any required
governmental and regulatory approvals of the proposed transaction; the
occurrence of any event, change or other circumstances that could give rise to
the termination of the merger agreement; the outcome of any legal proceedings
that may be instituted against the parties and others following announcement of
the merger agreement; the inability to consummate the transaction due to the
failure to obtain the requisite stockholder approvals or the failure to satisfy
other conditions to completion of the transaction; risks that the proposed
transaction disrupts current plans and operations of Unity and ironSource; the
ability to recognize the anticipated benefits of the transaction, including
anticipated synergies; the amount of the costs, fees, expenses and charges
related to the transaction; Unity's expected stock buyback occurring as planned
or at all; Unity's ability to meet revised financial guidance; and the other
risks and important factors contained and identified in Unity's and ironSource's
filings with the
There can be no assurance that the proposed transaction will in fact be consummated. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. Neither Unity nor ironSource is under any duty to update any of these forward-looking statements after the date of this communication, nor to conform prior statements to actual results or revised expectations, and neither Unity nor ironSource intends to do so.
Important Information for Investors and Stockholders
In connection with the proposed transaction, Unity expects to file with the
Investors and securityholders may obtain free copies of the registration
statement and the joint proxy statement/prospectus (if and when it becomes
available) and other relevant documents filed by Unity and ironSource with the
Participants in Solicitation
Unity, ironSource and their respective directors and executive officers may be
considered participants in the solicitation of proxies in connection with the
proposed transaction. Information about the directors and executive officers of
Unity is set forth in its proxy statement for its 2022 annual meeting of
stockholders, which was filed with the
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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