SAN FRANCISCO, June 14, 2021 /PRNewswire/ -- Thoma Bravo
Advantage (NYSE:TBA) ("TBA") recommends that its shareholders vote
in favor of its proposed business combination with ironSource Ltd.
("ironSource"), a leading business platform for the app economy,
and all the related proposals described in TBA's definitive proxy
statement dated May 19, 2021, at
TBA's Extraordinary General Meeting. The Extraordinary General
Meeting will be held on Tuesday, June 22,
2021, at 10:00 am Eastern
Time.
Whether or not you plan to attend the Extraordinary General
Meeting and regardless of the number of shares you may own, we urge
all shareholders as of the May 24,
2021 record date to vote FOR all proposals as soon as
possible by completing and returning your proxy card. Shareholders
as of the record date are encouraged to vote even if they have
subsequently sold their shares. Every shareholder's vote is
important, regardless of the number of shares held.
For assistance voting your shares, please contact TBA's proxy
solicitor, Morrow Sodali LLC, at (800) 662-5200 (individuals) or
(203) 658-9400 (banks and brokers). Questions can also be sent by
email to TBA.info@investor.morrowsodali.com. The notice of
Extraordinary General Meeting and the Proxy Statement are available
at https://www.cstproxy.com/thomabravo/sm2021.
Following the consummation of the proposed business combination,
ironSource is expected to be listed on the New York Stock Exchange
under the symbol "IS".
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
Important Information and Where to Find It
This press release relates to a proposed transaction between
ironSource and Thoma Bravo Advantage. In connection with the
proposed transaction, ironSource filed a Registration Statement on
Form F-4 (the "Registration Statement") with the U.S. Securities
and Exchange Commission (the "SEC"), which includes TBA's Proxy
Statement for the Extraordinary General Meeting (the "Proxy
Statement") and certain related documents 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
has also filed the definitive Proxy Statement 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, the Proxy Statement and
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.
The Proxy Statement has been mailed to shareholders of Thoma
Bravo Advantage as of May 24, 2021.
Investors and security holders will be able to obtain free copies
of the Registration Statement, the Proxy Statement 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 http://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 http://www.thomabravoadvantage.com or by written
request to Thoma Bravo Advantage, 150 N. Riverside Plaza, Suite
2800, Chicago, Illinois 60606.
Participants in the Solicitation
ironSource and TBA and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from TBA'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. You may obtain free copies of these documents as
described in the preceding paragraph.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between TBA and 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.
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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SOURCE Thoma Bravo Advantage; ironSource
