Combined Company to Commence Trading on the New York Stock
Exchange Under "IS" Ticker on June 29,
2021
TEL AVIV, Israel and SAN
FRANCISCO, June 28, 2021 /PRNewswire/
-- ironSource, a leading business platform that enables mobile
content creators to prosper within the App Economy, and Thoma Bravo
Advantage (NYSE: TBA), a publicly traded special purpose
acquisition company, today announced the completion of their
previously-announced business combination. ironSource has been
approved for trading on the New York Stock Exchange ("NYSE") on
June 29, 2021 under the ticker symbol
"IS." As previously announced, Thoma Bravo Advantage shareholders
approved the transaction at the Extraordinary General Meeting on
June 22, 2021.
The transaction included $2.15
billion in cash proceeds, including an oversubscribed PIPE
of $1.3 billion and funds from the
trust account of Thoma Bravo Advantage. With the conclusion of
the business combination, ironSource received approximately
$660 million of cash proceeds following payment of transaction
expenses to fuel its growth and further its market leadership.
Tomer Bar Zeev, CEO and co-founder
of ironSource, and ironSource's founder-led management team, will
continue to lead the combined company. Orlando Bravo, Chairman of the Board of
Directors of Thoma Bravo Advantage, as well as a founder and
managing partner of Thoma Bravo,
L.P., will join the ironSource Board of Directors effective as of
the closing of the business combination.
"Today marks an important step for ironSource as a leading
platform for global app and game developers, and we are excited to
enter the public markets and continue to advance our platform and
our vision for the company and the App Economy," said Tomer Bar Zeev, CEO and co-founder of
ironSource. "We are proud to achieve this milestone, which is a
testament to the strength of our platform, and we look forward to
our future as a public company. I am grateful to the ironSource
team for all their hard work, which has brought us to this pivotal
moment, and for the unparalleled support of our partner Thoma Bravo
Advantage."
"ironSource presents a highly compelling investment opportunity
due to its unique combination of scale, superior growth rate, and
strong EBITDA margins – as well as its standing as one of the most
widely-used platforms in the App Economy," said Orlando Bravo. "The ironSource team has a
demonstrated track record of developing innovative products that
drive tremendous value to its rapidly-expanding customer base. I'm
thrilled to partner with Tomer and the talented ironSource team to
build upon the company's leadership position in its fast growing,
$40 billion market."
To celebrate the completion of the merger, ironSource's
management team will ring the opening bell at the New York Stock
Exchange at 9:30 am ET on
June 29, 2021. A live stream of the
event and replay can be accessed by visiting nyse.com/bell.
Advisors
Goldman Sachs & Co. LLC, Jefferies LLC and Citigroup Global
Markets Inc. served as financial advisors to ironSource and as
placement agents in the PIPE, and Latham & Watkins LLP and
Meitar Law Offices served as legal advisors to ironSource. Kirkland
& Ellis LLP, Goldfarb Seligman & Co. and
Cadwalader, Wickersham & Taft LLP served as legal advisors to
Thoma Bravo Advantage.
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
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.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the federal securities laws with respect to the
business combination 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 effect of the transaction
on ironSource's business relationships, performance, and business
generally; (ii) risks that the transaction disrupts current plans
of ironSource and potential difficulties in ironSource employee
retention as a result of the transaction; (iii) the outcome of any
legal proceedings that may be instituted against ironSource or
against TBA related to the merger agreement or the transaction;
(iv) 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; (v) the ability to implement business plans, forecasts,
and other expectations after the completion of the transaction, and
to identify and realize additional opportunities; (vi) ironSource's
markets are rapidly evolving and may decline or experience limited
growth; (vii) ironSource's reliance on operating system providers
and app stores to support its platform; (viii) ironSource's ability
to compete effectively in the markets in which it operates; (ix)
ironSource's quarterly results of operations may fluctuate for a
variety of reasons; (x) failure to maintain and enhance the
ironSource brand; (xi) ironSource's dependence on its ability to
retain and expand its existing customer relationships and attract
new customers; (xii) ironSource's reliance on its customers that
contribute more than $100,000 of annual revenue; (xiii)
ironSource's ability to successfully and efficiently manage its
current and potential future growth; (xiv) ironSource's dependence
upon the continued growth of the app economy and the increased
usage of smartphones, tablets and other connected devices; (xv)
ironSource's dependence upon the success of the gaming and mobile
app ecosystem and the risks generally associated with the gaming
industry; (xvi) ironSource's, and ironSource's competitors',
ability to detect or prevent fraud on its platforms; (xvii) failure
to prevent security breaches or unauthorized access to ironSource's
or its third-party service providers data; (xviii) the global scope
of ironSource's operations, which are subject to laws and
regulations worldwide, many of which are unsettled and still
developing; (xix) 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 (xx) 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 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.
Market, ranking and industry data used throughout this
communication, including statements regarding market size and
technology adoption rates, is based on the good faith estimates of
ironSource's management, which in turn are based upon ironSource's
management's review of internal surveys, independent industry
surveys and publications, including reports by Altman
Solon, App Annie, AppsFlyer, Apptopia, eMarketer, Newzoo,
Omdia and Sensor Tower and other third-party research and publicly
available information. These data involve a number of assumptions
and limitations, and you are cautioned not to give undue weight to
such estimates. While ironSource is not aware of any misstatements
regarding the industry data presented herein, its estimates involve
risks and uncertainties and are subject to change based on various
factors, including those discussed above.
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