SAN FRANCISCO, June 22, 2021 /PRNewswire/ -- Thoma Bravo
Advantage (NYSE:TBA) ("TBA"), a publicly traded special
purpose acquisition company, today announced that shareholders of
TBA voted to approve the proposed business combination with
ironSource, a leading business platform for the App Economy, at its
Extraordinary General Meeting held on June
22, 2021.
More than 96% of the votes cast at the meeting voted to approve
the business combination. Holders of approximately 86% of TBA's
issued and outstanding shares cast votes at the Extraordinary
General Meeting.
As previously announced, the combined company will retain the
ironSource Ltd. name and is expected to begin trading on the New
York Stock Exchange under the new symbol "IS" on June 29, 2021, following the close of the
business combination, which is expected to take place on
June 28, 2021.
"Through their overwhelming support, our shareholders recognize
the unique combination of scale, business growth and profitability
that ironSource offers and the value Thoma Bravo Advantage provides
through its deep operational and investment expertise in the
software sector," said Orlando
Bravo, Chairman of the Board of Directors of Thoma Bravo
Advantage, as well as a founder and managing partner at Thoma
Bravo. "We look forward to supporting ironSource as it enters the
public markets and furthers its leadership position as one of the
fastest growing and most innovative platforms for building and
scaling businesses in the App Economy."
A Form 8-K disclosing the full voting results will be filed by
Thoma Bravo Advantage with the Securities and Exchange
Commission.
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 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
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,; (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.
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SOURCE Thoma Bravo Advantage; ironSource
